Sec Form 4 Filing - MURDOCH JAMES R @ TWENTY-FIRST CENTURY FOX, INC. - 2018-02-20

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

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1. Name and Address of Reporting Person MURDOCH JAMES R 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TWENTY-FIRST CENTURY FOX, INC., 1211 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2018 (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

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 Restricted Stock Units ( 1 ) 02/20/2018 A 569,800 ( 2 ) ( 2 ) Class A Common Stock 569,800 $ 0 569,800 D Stock-settled Performance Stock Units ( 1 ) 02/20/2018 A 273,307 ( 3 ) 08/15/2018 08/15/2018 Class A Common Stock 273,307 $ 0 273,307 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MURDOCH JAMES R C/O TWENTY-FIRST CENTURY FOX, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NY10036 X Chief Executive Officer Signatures /s/ Laura A. Cleveland as Attorney-in-Fact for James R. Murdoch 02/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1-for-1 ( 2 )The 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. ( 3 )These 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.

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).

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