Sec Form 4 Filing - SHUMAN STANLEY S @ TWENTY-FIRST CENTURY FOX, INC. - 2013-06-28

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SHUMAN STANLEY S 2. Issuer Name and Ticker or Trading Symbol TWENTY-FIRST CENTURY FOX, INC. [ FOX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director Emeritus (Last) (First) (Middle) C/O TWENTY-FIRST CENTURY FOX, INC., 1211 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2013 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 V Amount (A) or (D) Price Class A Common Stock 06/28/2013 M 2,021 A 2,021 D Class A Common Stock 06/28/2013 D 2,021 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 2,516 A 2,516 D Class A Common Stock 06/28/2013 D 2,516 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 3,095 A 3,095 D Class A Common Stock 06/28/2013 D 3,095 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 4,310 A 4,310 D Class A Common Stock 06/28/2013 D 4,310 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 3,236 A 3,236 D Class A Common Stock 06/28/2013 D 3,236 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 2,643 A 2,643 D Class A Common Stock 06/28/2013 D 2,643 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 2,153 A 2,153 D Class A Common Stock 06/28/2013 D 2,153 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 2,056 A 2,056 D Class A Common Stock 06/28/2013 D 2,056 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 2,728 A 2,728 D Class A Common Stock 06/28/2013 D 2,728 D $ 32.58 0 D Class A Common Stock 06/28/2013 M 2,454 A 2,454 D Class A Common Stock 06/28/2013 D 2,454 D $ 32.58 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Deferred Stock Units ( 2 ) 06/28/2013 M 2,021 ( 3 ) ( 3 ) Class A Common Stock 2,021 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 2,516 ( 3 ) ( 3 ) Class A Common Stock 2,516 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 3,095 ( 3 ) ( 3 ) Class A Common Stock 3,095 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 4,310 ( 3 ) ( 3 ) Class A Common Stock 4,310 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 3,236 ( 3 ) ( 3 ) Class A Common Stock 3,236 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 2,643 ( 3 ) ( 3 ) Class A Common Stock 2,643 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 2,153 ( 3 ) ( 3 ) Class A Common Stock 2,153 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 2,056 ( 3 ) ( 3 ) Class A Common Stock 2,056 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 2,728 ( 3 ) ( 3 ) Class A Common Stock 2,728 ( 1 ) 0 D Deferred Stock Units ( 2 ) 06/28/2013 M 2,454 ( 3 ) ( 3 ) Class A Common Stock 2,454 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHUMAN STANLEY S C/O TWENTY-FIRST CENTURY FOX, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NY10036 Director Emeritus Signatures /s/Laura Cleveland, Attorney-in-Fact for Stanley S. Shuman 07/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock. After the transaction on June 28, 2013, the Issuer changed its name from "News Corporation" to "Twenty-First Century Fox, Inc." ( 2 )Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock. After the transaction on June 28, 2013, the Issuer changed its name from "News Corporation" to "Twenty-First Century Fox, Inc." ( 3 )The deferred stock units become payable in cash upon the earlier of (1) the fifth anniversary of the grant date or (2) the date of the director's end of service on the Board of Directors. Effective as of June 28, 2013, Mr. Shuman no longer holds the role of Director Emeritus.

Remarks: This is part one of a two part Form 4.

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 respon d unless the form displays a currently valid OMB Number.