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Regulatory News

SEC Form 4

Fri, 17th Aug 2012 07:00

RNS Number : 2198K

News Corporation

16 August 2012

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

MURDOCH KEITH RUPERT

2. Issuer Name and Ticker or Trading Symbol

NEWS CORP [ NWS ]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO

(Last) (First) (Middle)

C/O NEWS AMERICA INCORPORATED, 1211 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2012

(Street)

NEW YORK, NY 10036

(City) (State) (Zip)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)

2. Trans. Date

2A. Deemed Execution Date, if any

3. Trans. Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Class A Common Stock

8/15/2012

105249

⁽¹⁾

486478

Class A Common Stock

8/15/2012

55066

$23.30

431412

Class A Common Stock

8/15/2012

50183

$23.30

381229

Class A Common Stock

8/15/2012

77290

⁽¹⁾

458519

Class A Common Stock

8/15/2012

40438

$23.30

418081

Class A Common Stock

8/15/2012

36852

$23.30

381229

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Trans. Date

3A. Deemed Execution Date, if any

4. Trans. Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date

7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Cash-settled restricted share units

⁽²⁾

8/15/2012

105249

8/15/2012

Class A Common Stock

105249

⁽¹⁾

Cash-settled restricted share units

⁽²⁾

8/15/2012

77290

8/15/2012

Class A Common Stock

77290

⁽¹⁾

77290

Explanation of Responses:
( 1)	The cash-settled restricted share units were deemed to have settled for an equivalent number of shares of the News Corporation's Class A Common Stock.
( 2)	1-for-1

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MURDOCH KEITH RUPERT C/O NEWS AMERICA INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036	X		Chairman and CEO

Signatures

/s/ Laura Cleveland as Attorney-in-Fact for Keith Rupert Murdoch

8/16/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

This information is provided by RNS

The company news service from the London Stock Exchange

END

RDSDDGDIBXBBGDL

Related Shares: News Corp. 'A' Shares (NCRA).

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