SEC Form 3 · accession 0000950157-17-001632

TWENTY-FIRST CENTURY FOX, INC. · FOX

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On 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.
• F2Pursuant 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.