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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Fox Corp [ FOX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 03/18/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock | 03/18/2019 | J(1) | 100 | D | (1) | 0 | D | |||
Class B Common Stock | 03/18/2019 | J(1) | 1 | A | (1) | 1 | D | |||
Class A Common Stock | 03/19/2019 | J(2) | 354,328,270 | A | (2) | 354,328,270 | D | |||
Class B Common Stock | 03/19/2019 | J(2) | 266,173,650 | A | (2) | 266,173,651 | D | |||
Class A Common Stock | 03/19/2019 | J(3) | 354,328,270 | D | $0.00 | 0 | D | |||
Class B Common Stock | 03/19/2019 | J(3) | 266,173,651 | D | $0.00 | 0 | 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 |
Explanation of Responses: |
1. Reflects transactions exempt pursuant to Rule 16b-7, in which the Amended and Restated Certificate of Incorporation of Fox Corporation ("Fox") filed with the Secretary of the State of Delaware on March 18, 2019, reclassified 100 shares of Fox Common Stock into one share of Fox Class B Common Stock. |
2. In connection with the spin-off of Fox by Twenty-First Century Fox, Inc. ("21CF") and pursuant to the Master Restructuring Agreement, by and between Fox and 21CF dated March 18, 2019, 21CF received 354,328,270 shares of Fox Class A Common Stock and 266,173,650 shares of Fox Class B Common Stock which, when combined with the one share of Fox Class B Common Stock held by 21CF prior thereto, equals the number of shares of Fox Class A Common Stock and Fox Class B Common Stock to be distributed by 21CF in the Distribution (defined below). |
3. Pursuant to the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018 (the "Merger Agreement"), 21CF effected the Distribution Merger (as such term is defined in the Merger Agreement) on March 19, 2019, and caused to be distributed to the holders of its common stock, by means of a pro-rata distribution without consideration, an aggregate of 354,328,270 shares of Fox Class A Common Stock and 266,173,651 shares of Fox Class B Common Stock (the "Distribution"). |
Remarks: |
/s/ Laura A. Cleveland as Authorized Officer for Twenty-First Century Fox, Inc. | 03/20/2019 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |