News Form 4 / David B Pitofsky 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^*

Pitofsky David B

(Last)

(First)

(Middle)

C/O NEWS CORPORATION

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/15/2023		M		131,982⁽¹⁾	A	⁽²⁾	195,938	D
Class A Common Stock	08/15/2023		F		66,049⁽³⁾	D	$21.62	129,889	D
Class A Common Stock	08/15/2023		M		9,430⁽⁴⁾	A	⁽⁵⁾	139,319	D
Class A Common Stock	08/15/2023		F		5,215⁽³⁾	D	$21.62	134,104	D
Class A Common Stock	08/15/2023		M		6,944⁽⁴⁾	A	⁽⁵⁾	141,048	D
Class A Common Stock	08/15/2023		F		3,841⁽³⁾	D	$21.62	137,207	D
Class A Common Stock	08/15/2023		M		9,137⁽⁴⁾	A	⁽⁵⁾	146,344	D
Class A Common Stock	08/15/2023		F		5,053⁽³⁾	D	$21.62	141,291	D
Class A Common Stock	08/15/2023		S		58,000	D	$20.976⁽⁶⁾	83,291	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock-Settled Performance Stock Units	⁽⁷⁾	08/15/2023		M			131,982⁽¹⁾	08/15/2023	08/15/2023	Class A Common Stock	131,982	⁽²⁾	0	D
Stock-Settled Restricted Stock Units	⁽⁸⁾	08/15/2023		M			9,430⁽⁴⁾	08/15/2023	08/15/2023	Class A Common Stock	9,430	⁽⁵⁾	0	D
Stock-Settled Restricted Stock Units	⁽⁸⁾	08/15/2023		M			6,944⁽⁴⁾	08/15/2023	08/15/2023	Class A Common Stock	6,944	⁽⁵⁾	6,950	D
Stock-Settled Restricted Stock Units	⁽⁸⁾	08/15/2023		M			9,137⁽⁴⁾	08/15/2023	08/15/2023	Class A Common Stock	9,137	⁽⁵⁾	18,276	D
Stock-Settled Restricted Stock Units	⁽⁸⁾	08/15/2023		A		24,532⁽⁹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	24,532	$0	24,532	D

Explanation of Responses:

1. Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying stock-settled performance stock units.

2. The stock-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.

4. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying stock-settled restricted stock units.

5. The stock-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.860 to $21.320, 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.

7. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

8. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

9. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2024 long-term equity incentive award.

10. The stock-settled restricted stock units will vest in thirds on August 15, 2024, 2025 and 2026, subject to time-based vesting conditions.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for David B. Pitofsky	08/16/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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News (NWS) Form 4NEWS / David B Pitofsky ownership change