Statement of Changes in Beneficial Ownership (4)
09 Dezember 2021 - 10:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MURDOCH KEITH RUPERT |
2. Issuer Name and Ticker or Trading Symbol
NEWS CORP
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NWS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman |
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(Last)
(First)
(Middle)
C/O NEWS CORPORATION, 1211 AVENUE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2021 |
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | | | | | | | | 2182358 (1) | I | By GRCLT LLC (2) |
| Class A Common Stock | 12/7/2021 | | S | | 1000000 | D | $21.7904 (3) | 0 | I | By K. Rupert Murdoch 2004 Revocable Trust |
| Class B Common Stock | 7/16/2021 | | G(4) |
V
| 1057083 | D | $0 | 1009446 (5) | I | By K. Rupert Murdoch 2004 Revocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Includes 2,182,358 shares previously held by the G&CM Trust and transferred to GRCLT LLC in a transaction exempt from Section 16 pursuant to Rule 16a-13. |
| (2) | Held by GRCLT LLC which is administered by independent managers for the benefit of certain of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (3) | The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.79 to $22.04, inclusive. The Reporting Person undertakes to provide to News Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | Represents a charitable gift by the Reporting Person. |
| (5) | Includes 4,029 shares previously held directly and transferred to the K. Rupert Murdoch 2004 Revocable Trust in a transaction exempt from Section 16 pursuant to Rule 16a-13. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MURDOCH KEITH RUPERT
C/O NEWS CORPORATION
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 | X |
| Executive Chairman |
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Signatures
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| /s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert Murdoch | | 12/9/2021 |
| **Signature of Reporting Person | Date |
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