SEC Form 4 · accession 0001567619-18-001184
NEWS CORP · NWSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Thomson
Officer — Chief Executive Officer · Director
Period of report
Aug 15, 2018
Accepted (ET)
Aug 15, 2018 · 4:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001564708
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Aug 15, 2018 | M | 294,633 | — | A | 294,633 | D | |
| Class A Common StockF2 | Aug 15, 2018 | F | 156,804 | $13.69 | D | 137,829 | D | |
| Class A Common Stock | Aug 15, 2018 | D | 137,829 | $13.69 | D | 0 | D | |
| Class B Common StockF3 | Aug 15, 2018 | P | 72,000 | $14.127 | A | 72,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Performance Stock UnitsF1,F4 | — | Aug 15, 2018 | M | 294,633 | D | Aug 15, 2018 | Aug 15, 2018 | Class A Common Stock | 294,633 | 0 | D |
Explanation of responses
- F1The cash-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
- F2Represents shares withheld upon vesting of cash-settled performance stock units to satisfy tax withholding obligation.
- F3The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $14.10 to $14.175, inclusive. The reporting person undertakes to provide to News Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F4Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.