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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 03/14/2019 | M(1)(2) | 287,398 | (6) | (6) | Class A Common Stock | 287,398 | (7) | 287,398 (8) | D | ||||
| Deferred Stock Units | (9) | 03/14/2019 | M(1)(2) | 1,203 | (10) | (10) | Class A Common Stock | 1,203 (11) | (11) | 0 | D | ||||
| Deferred Stock Units | (9) | 03/14/2019 | M(1)(2) | 1,261 | (12) | (12) | Class A Common Stock | 1,261 (11) | (11) | 0 | D | ||||
| Deferred Stock Units | (9) | 03/14/2019 | M(1)(2) | 1,122 | (13) | (13) | Class A Common Stock | 1,122 (11) | (11) | 0 | D | ||||
| Deferred Stock Units | (9) | 03/14/2019 | M(1)(2) | 1,265 | (14) | (14) | Class A Common Stock | 1,265 (11) | (11) | 0 | D | ||||
| Deferred Stock Units | (9) | 03/14/2019 | M(3) | 1,134 | (15) | (15) | Class A Common Stock | 1,134 (3) | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MURDOCH LACHLAN K C/O TWENTY-FIRST CENTURY FOX, INC., 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | Executive Chairman | ||
| /s/ Laura A. Cleveland as Attorney-in-Fact for Lachlan K. Murdoch | 03/14/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant 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), |
| (2) | (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). 324,535 of the securities are with respect to performance stock units granted on August 2, 2016 and are not reflected on Table II. |
| (3) | Pursuant to the Merger Agreement and Employee Matters Agreement these deferred stock units granted pursuant to an individual's service as a non-employee 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. |
| (4) | The reporting person sold the reported securities to the LKM Family Trust, which is administered by an independent trustee for the benefit of the reporting person, his immediate family members and certain charitable organizations. |
| (5) | Each restricted stock unit represents the equivalent of one share of Class A Common Stock of the Company. |
| (6) | 50% of the total restricted stock units granted pursuant to the Retention RSU Award vests in accordance with the terms described in clause (c) of footnote 2. The remaining 50% of the restricted stock units granted pursuant to the Retention RSU Award will vest on the 15-month anniversary of the Wax Merger if the Reporting Person remains employed by the Company or FOX, as applicable, through such vesting date. |
| (7) | The restricted stock units that were scheduled to vest immediately prior to the Wax Merger were deemed to have been vested and settled for an equivalent number of shares of Class A Common Stock of the Company. |
| (8) | Represents the aggregate number of restricted stock units continuing to be held by the Reporting Person pursuant to the Retention RSU Award. |
| (9) | Each deferred stock unit represents the equivalent of Class A Common Stock of the Company. |
| (10) | The 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. |
| (11) | The deferred stock units were deemed to have vested and settled for an equivalent number of shares of Class A Common Stock of the Company. |
| (12) | The 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. |
| (13) | The 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. |
| (14) | The 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. |
| (15) | The 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. |