Sec Form 4 Filing - MURDOCH KEITH RUPERT @ NEWS CORP - 2021-08-15

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 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) Executive Chairman (Last) (First) (Middle) C/O NEWS CORPORATION, 1211 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2021 (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 08/15/2021 M 192,363 ( 1 ) A 192,363 D Class A Common Stock 08/15/2021 F 116,149 ( 3 ) D $ 23.52 76,214 D Class A Common Stock 08/15/2021 D 76,214 D $ 23.52 0 D Class A Common Stock 08/15/2021 M 13,186 ( 4 ) A 13,186 D Class A Common Stock 08/15/2021 F 7,962 ( 3 ) D $ 23.52 5,224 D Class A Common Stock 08/15/2021 D 5,224 D $ 23.52 0 D Class A Common Stock 2,182,358 I By G&CM Trust ( 6 ) Class A Common Stock 1,000,000 I By K. Rupert Murdoch 2004 Revocable Trust

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 Cash-Settled Performance Stock Units ( 7 ) 08/15/2021 M 192,363 ( 1 ) 08/15/2021 08/15/2021 Class A Common Stock 192,363 ( 2 ) 0 D Cash-Settled Restricted Stock Units ( 8 ) 08/15/2021 M 13,186 ( 4 ) 08/15/2021 08/15/2021 Class A Common Stock 13,186 ( 5 ) 26,377 D Cash-Settled Restricted Stock Units ( 8 ) 08/15/2021 A 25,510 ( 9 ) ( 10 ) ( 10 ) Class A Common Stock 25,510 $ 0 25,510 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MURDOCH KEITH RUPERT C/O NEWS CORPORATION 1211 AVENUE OF THE AMERICAS NEW YORK, NY10036 X Executive Chairman Signatures /s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert Murdoch 08/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying cash-settled performance stock units. ( 2 )The cash-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock. ( 3 )Represents shares withheld upon vesting of applicable incentive award to satisfy tax withholding obligations. ( 4 )Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying cash-settled restricted stock units. ( 5 )The cash-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock. ( 6 )Held by the G&CM Trust which is administered by independent trustees for the benefit of certain of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. ( 7 )Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. ( 8 )Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. ( 9 )The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2022 long-term equity incentive award. ( 10 )The cash-settled restricted stock units will vest in thirds on August 15, 2022, 2023 and 2024, subject to time-based vesting conditions.

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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