SEC Form 4 · accession 0001209191-18-012511
TWENTY-FIRST CENTURY FOX, INC. · FOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerson Zweifach
Officer — Sr. EVP, Group General Counsel
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 5:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001308161
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 20, 2018 | A | 189,933 | A | — | — | Class A Common Stock | 189,933 | 189,933 | D |
| Stock-settled Performance Stock UnitsF3,F1 | — | Feb 20, 2018 | A | 75,918 | A | Aug 15, 2018 | Aug 15, 2018 | Class A Common Stock | 75,918 | 75,918 | D |
Explanation of responses
- F11-for-1
- F2The restricted stock units will vest 50% at the time of the Initial Merger as defined in the Agreement and Plan of Merger, dated as of December 13, 2017, among Twenty-First Century Fox, Inc. (the "Issuer"), The Walt Disney Company, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC (the "Merger Agreement") and 50% on the 15-month anniversary of the Initial Merger.
- F3These performance stock units were originally granted on August 3, 2015. As contemplated by the Merger Agreement, the Compensation Committee of the Board of Directors of the Issuer determined to modify the outstanding performance stock unit award such that these performance stock units shall vest based on the target number of performance stock units awarded in accordance with the original vesting schedule. The performance stock units will vest on August 15, 2018.