SEC Form 4 · accession 0000899243-19-007846

TWENTY-FIRST CENTURY FOX, INC. · FOX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Breyer

Director

Period of report

Mar 14, 2019

Accepted (ET)

Mar 14, 2019 · 9:50 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 Stock^F1,F2	Mar 14, 2019	M	28,633	—	A	71,633	D
Class A Common Stock^F1,F2,F3	Mar 14, 2019	D	1,134	$51.20	D	70,499	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Deferred Stock Units^{F1,F2,F4,F5,F6}	—	Mar 14, 2019	M	1,203	D	—	—	Class A Common Stock	1,203	D
Deferred Stock Units^{F1,F2,F4,F7,F6}	—	Mar 14, 2019	M	1,261	D	—	—	Class A Common Stock	1,261	D
Deferred Stock Units^{F1,F2,F4,F8,F6}	—	Mar 14, 2019	M	1,122	D	—	—	Class A Common Stock	1,122	D
Deferred Stock Units^{F1,F2,F4,F9,F6}	—	Mar 14, 2019	M	1,265	D	—	—	Class A Common Stock	1,265	D
Deferred Stock Units^{F1,F2,F4,F10,F6}	—	Mar 14, 2019	M	1,380	D	—	—	Class A Common Stock	1,380	D
Deferred Stock Units^{F1,F2,F4,F11,F6}	—	Mar 14, 2019	M	1,654	D	—	—	Class A Common Stock	1,654	D
Deferred Stock Units^{F1,F2,F4,F12,F6}	—	Mar 14, 2019	M	1,692	D	—	—	Class A Common Stock	1,692	D
Deferred Stock Units^{F1,F2,F4,F13,F6}	—	Mar 14, 2019	M	1,573	D	—	—	Class A Common Stock	1,573	D
Deferred Stock Units^{F1,F2,F4,F14,F6}	—	Mar 14, 2019	M	1,790	D	—	—	Class A Common Stock	1,790	D
Deferred Stock Units^{F1,F2,F4,F15,F6}	—	Mar 14, 2019	M	1,972	D	—	—	Class A Common Stock	1,972	D
Deferred Stock Units^{F1,F2,F4,F16,F6}	—	Mar 14, 2019	M	1,687	D	—	—	Class A Common Stock	1,687	D
Deferred Stock Units^{F1,F2,F4,F17,F6}	—	Mar 14, 2019	M	1,506	D	—	—	Class A Common Stock	1,506	D
Deferred Stock Units^{F1,F2,F4,F18,F6}	—	Mar 14, 2019	M	1,734	D	—	—	Class A Common Stock	1,734	D
Deferred Stock Units^{F1,F2,F4,F19,F6}	—	Mar 14, 2019	M	1,859	D	—	—	Class A Common Stock	1,859	D
Deferred Stock Units^{F1,F2,F4,F20,F6}	—	Mar 14, 2019	M	1,370	D	—	—	Class A Common Stock	1,370	D
Deferred Stock Units^{F1,F2,F4,F21,F6}	—	Mar 14, 2019	M	1,360	D	—	—	Class A Common Stock	1,360	D
Deferred Stock Units^{F1,F2,F4,F22,F6}	—	Mar 14, 2019	M	993	D	—	—	Class A Common Stock	993	D
Deferred Stock Units^{F1,F2,F4,F23,F6}	—	Mar 14, 2019	M	1,058	D	—	—	Class A Common Stock	1,058	D
Deferred Stock Units^{F1,F2,F4,F24,F6}	—	Mar 14, 2019	M	1,020	D	—	—	Class A Common Stock	1,020	D
Deferred Stock Units^F3,F4,F25	—	Mar 14, 2019	M	1,134	D	—	—	Class A Common Stock	1,134	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),
F10The deferred stock units were granted on July 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F11The deferred stock units were granted on October 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F12The deferred stock units were granted on January 4, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F13The deferred stock units were granted on April 1, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F14The deferred stock units were granted on July 1, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F15The deferred stock units were granted on October 3, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F16The deferred stock units were granted on January 3, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F17The deferred stock units were granted on April 3, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F18The deferred stock units were granted on July 3, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F19The deferred stock units were granted on October 2, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
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 (except as indicated in footnote 3).
F20The deferred stock units were granted on January 2, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F21The deferred stock units were granted on April 2, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F22The deferred stock units were granted on July 2, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F23The deferred stock units were granted on October 1, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F24The deferred stock units were granted on January 2, 2019 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F25The deferred stock units were granted on April 1, 2014 and were originally scheduled to become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F3Pursuant to the Merger Agreement and Employee Matters Agreement these deferred stock units granted pursuant to an individual's service as a nonemployee director of the Company and payable in cash were deemed to have settled for the cash value of an equivalent number of shares of Twenty-First Century Fox, Inc.'s Class A Common Stock.
F4Each deferred stock unit represents the equivalent of one share of Class A Common Stock of the Company.
F5The deferred stock units were granted on July 1, 2014 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F6The deferred stock units were deemed to have vested and settled for an equivalent number of shares of Class A Common Stock of the Company.
F7The deferred stock units were granted on October 1, 2014 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F8The deferred stock units were granted on January 2, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
F9The deferred stock units were granted on April 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.