Sec Form 4 Filing - NALLEN JOHN @ Fox Corp - 2019-03-19

Insider filing report for Changes in Beneficial Ownership
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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
NALLEN JOHN
2. Issuer Name and Ticker or Trading Symbol
Fox Corp [ FOX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O FOX CORPORATION, 1211 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2019
(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 109,938 ( 1 ) ( 2 ) 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
Restricted Stock Units ( 3 ) 03/19/2019 A 185,512 ( 6 ) ( 6 ) Class A Common Stock 185,512 ( 4 ) 185,512 D
Restricted Stock Units ( 3 ) 03/19/2019 A 42,577 ( 7 ) ( 7 ) Class A Common Stock 42,577 ( 5 ) 42,577 D
Restricted Stock Units ( 3 ) 03/19/2019 A 186,289 ( 8 ) ( 8 ) Class A Common Stock 186,289 $ 0 186,289 D
Stock Option (Right to Buy) $ 40.26 03/19/2019 A 288,350 ( 9 ) ( 9 ) Class A Common Stock 288,350 $ 0 288,350 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NALLEN JOHN
C/O FOX CORPORATION
1211 AVENUE OF THE AMERICAS
NEW YORK, NY10036
Chief Operating Officer
Signatures
/s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen 03/21/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired in a pro rata distribution by Twenty-First Century Fox, Inc. ("21CF") of shares of Fox Corporation ("Fox") in connection with the separation of Fox from 21CF.
( 2 )Excludes 37,820 shares of Class A Common Stock indirectly held by the reporting person through a Grantor Retained Annuity Trust.
( 3 )1-for-1.
( 4 )The securities reported are the result of the conversion of stock-settled performance stock units originally granted by 21CF into restricted stock units of Fox in connection with the separation of Fox from 21CF. The number of restricted stock units received was based on a conversion formula equal to a fraction, the numerator of which is one and the denominator of which is (a) three multiplied by (b) one minus the inverse of 1.357190 (i.e., the Distribution Adjustment Multiple as defined in the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc.).
( 5 )The securities reported are the result of the conversion of restricted stock units originally granted by 21CF ("21CF RSUs") into restricted stock units of Fox in connection with the separation of Fox from 21CF. The number of restricted stock units received is equal to one-third of the 21CF RSUs beneficially owned by the reporting person immediately prior to the separation of Fox from 21CF.
( 6 )The restricted stock units will vest on August 15, 2020.
( 7 )The restricted stock units will vest on June 20, 2020.
( 8 )The restricted stock units will vest 50% on June 15, 2020 and 50% on June 15, 2021.
( 9 )The stock option will vest 50% on June 15, 2020 and 50% on June 15, 2021.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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