Fox (FOX) Form 4 Fox / LACHLAN K MURDOCH 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^*

MURDOCH LACHLAN K

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2020

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	08/15/2020		M		427,741	A	(1)	427,893	D
Class A Common Stock	08/15/2020		F		212,074	D	$25.74	215,819	D
Class A Common Stock	08/15/2020		M		26,493	A	(1)	242,312	D
Class A Common Stock	08/15/2020		F		13,136	D	$25.74	229,176	D
Class A Common Stock	08/15/2020		S(2)		229,024	D	$25.74	152	D
Class A Common Stock	08/15/2020		P(2)		229,024	A	$25.74	531,450	I	See footnote(2)

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)	08/15/2020		M			427,741	08/15/2020	08/15/2020	Class A Common Stock	427,741	$0.00	0	D
Restricted Stock Units	(1)	08/15/2020		M			26,493	(3)	(3)	Class A Common Stock	26,493	$0.00	52,986	D

Explanation of Responses:

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

2. Pursuant to a Transfer Plan dated May 22, 2020, between Morgan Stanley and the reporting person, the reporting person sold the reported securities to the LKM Family Trust, which is administered by an independent trustee for the benefit of the reporting person, his immediate family members and certain charitable organizations.

3. The restricted stock units vest one-third on August 15, 2020, one-third on August 15, 2021 and one-third on August 15, 2022.

Remarks:

	/s/ Laura A. Cleveland as Attorney-in-Fact for Lachlan K. Murdoch	08/18/2020
	** 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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