Nallen John Form 4 Fox / JOHN NALLEN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NALLEN JOHN

(Last) (First) (Middle)

C/O FOX CORPORATION

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fox Corp [ FOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2023		M		30,213	A	(1)	368,621	D
Class A Common Stock	08/15/2023		F		13,291	D	$33.84	355,330	D
Class A Common Stock	08/15/2023		M		22,829	A	(1)	378,159	D
Class A Common Stock	08/15/2023		F		10,043	D	$33.84	368,116	D
Class A Common Stock	08/15/2023		M		25,722	A	(1)	393,838	D
Class A Common Stock	08/15/2023		F		11,920	D	$33.84	381,918	D
Class A Common Stock	08/15/2023		M		32,624	A	(1)	414,542	D
Class A Common Stock	08/15/2023		F		15,118	D	$33.84	399,424	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	(1)	08/15/2023		M			30,213	(2)	(2)	Class A Common Stock	30,213	$0.00	0	D
Restricted Stock Units	(1)	08/15/2023		M			22,829	(3)	(3)	Class A Common Stock	22,829	$0.00	22,833	D
Restricted Stock Units	(1)	08/15/2023		M			25,722	(4)	(4)	Class A Common Stock	25,722	$0.00	51,446	D
Performance Stock Units	(1)	08/15/2023		M			32,624	08/15/2023	08/15/2023	Class A Common Stock	32,624	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit and performance stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock.

2. The restricted stock units vested one-third on August 15, 2021, one-third on August 15, 2022 and the remainder of the award vested on August 15, 2023.

3. The restricted stock units vested one-third on August 15, 2022, one-third on August 15, 2023 and the remainder of the award will vest on August 15, 2024.

4. The restricted stock units vested one-third on August 15, 2023, will vest one-third on August 15, 2024 and the remainder of the award will vest on August 15, 2025.

Remarks:

	/s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen	08/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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