SEC Form 4 · accession 0000899243-19-007842
TWENTY-FIRST CENTURY FOX, INC. · FOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith Rupert Murdoch
Officer — Executive Chairman · Director
Period of report
Mar 14, 2019
Accepted (ET)
Mar 14, 2019 · 9:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001308161
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Mar 14, 2019 | M | 387,556 | — | A | 520,473 | D | |
| Class A Common Stock | Mar 14, 2019 | F | 203,329 | $51.20 | D | 317,144 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F3,F4 | — | Mar 14, 2019 | M | 182,019 | D | — | — | Class A Common Stock | 182,019 | 182,019 | D |
Explanation of responses
- F1Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (the "Merger Agreement") among Twenty-First Century Fox, Inc. (the "Company"), The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc. ("Wax Sub") and pursuant to the Employee Matters Agreement, to be entered into by and between the Company and Fox Corporation (such entity, "FOX" and such agreement, the "Employee Matters Agreement"), all (a) performance stock units scheduled to vest in accordance with their existing terms on or before December 31, 2019 or held by a Former Service Provider (as defined in the Employee Matters Agreement),
- F2(Continued from Footnote 1) (b) deferred stock units granted pursuant to an individual's service as a non-employee director of the Company and (c) restricted stock units granted pursuant to the Retention RSU Award (as defined in the Employee Matters Agreement) scheduled to vest immediately prior to the time of the merger between the Company and Wax Sub (the "Wax Merger") (i.e., 50% of the total restricted stock units granted pursuant to the Retention RSU Award), in each case, vested and were settled in shares of Class A Common Stock of the Company. 205,537 of the securities are with respect to performance stock units granted on August 2, 2016 and are not reflected on Table II.
- F3Each restricted stock unit represents the equivalent of one share of Class A Common Stock of the Company.
- F450% of the total restricted stock units granted pursuant to the Retention RSU Award vests in accordance with the terms described in clause (c) of footnote 2. The remaining 50% of the restricted stock units granted pursuant to the Retention RSU Award will vest on the 15-month anniversary of the Wax Merger if the Reporting Person remains employed by the Company or FOX, as applicable, through such vesting date.
- F5The restricted stock units that were scheduled to vest immediately prior to the Wax Merger were deemed to have vested and settled for an equivalent number of shares of Class A Common Stock of the Company.
- F6Represents the aggregate number of restricted stock units continuing to be held by the Reporting Person pursuant to the Retention RSU Award.