| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/13/2017 | 3. Issuer Name and Ticker or Trading Symbol TWENTY-FIRST CENTURY FOX, INC. [ FOX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock(1)(2) | 0 | I | See notes 1 and 2 in "Explanation of Responses" below |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. On December 13, 2017, The Walt Disney Company ("Disney"), TWC Merger Enterprises 2 Corp., a Delaware corporation and wholly owned subsidiary of Disney, TWC Merger Enterprises 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Disney, and Twenty-First Century Fox, Inc. ("21CF") entered into an Agreement and Plan of Merger (the "Merger Agreement"). As an inducement for Disney to enter into the Merger Agreement, the Murdoch Family Trust and Cruden Financial Services LLC, on behalf of itself and as trustee of the Murdoch Family Trust (collectively, the "Stockholders"), entered into a voting agreement, dated as of December 13, 2017 (the "Voting Agreement") with Disney with respect to shares of 21CF common stock beneficially owned by the Stockholders. |
| 2. Pursuant to the Voting Agreement, Disney may be deemed to have beneficial ownership of 306,623,480 shares of 21CF Class B common stock, constituting approximately 38.40% of the total issued and outstanding shares of 21CF Class B common stock as of December 11, 2017, and 57,000 shares of 21CF Class A common stock, constituting less than 1% of the total and outstanding shares of 21CF Class A common stock as of December 11, 2017, on the record date of any vote at a stockholder meeting or through written consent for certain events as set forth in the Voting Agreement. |
| /s/ Roger J. Patterson, Associate General Counsel, Assistant Secretary, Registered In-House Counsel | 12/22/2017 | |
| ** 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 5 (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. | ||
