Sec Form 4 Filing - NALLEN JOHN @ Fox Corp - 2021-08-15

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)
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 12,211 A 222,867 D
Class A Common Stock 08/15/2021 F 5,372 D $ 37 217,495 D
Class A Common Stock 08/15/2021 M 29,393 A 246,888 D
Class A Common Stock 08/15/2021 F 13,621 D $ 37 233,267 D
Class A Common Stock 08/16/2021 S 22,611 D $ 37.21 ( 2 ) 210,656 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 ( 1 ) 08/15/2021 M 12,211 ( 3 ) ( 3 ) Class A Common Stock 12,211 $ 0 12,213 D
Restricted Stock Units ( 1 ) 08/15/2021 M 29,393 ( 4 ) ( 4 ) Class A Common Stock 29,393 $ 0 58,793 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 08/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock.
( 2 )The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $37.15 to $37.28, inclusive. The reporting person undertakes to provide to Fox Corporation, any security holder of Fox Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The restricted stock units vested one-third on August 15, 2020, one-third on August 15, 2021 and the remainder of the award will vest on August 15, 2022.
( 4 )The restricted stock units vested one-third on August 15, 2021, will vest one-third on August 15, 2022 and the remainder of the award will vest on August 15, 2023.

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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