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Filing Details

Accession Number:
0000899243-19-007838
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-03-14 21:43:02
Reporting Period:
2019-03-14
Accepted Time:
2019-03-14 21:43:02
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1308161 Twenty-First Century Fox Inc. FOX () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1242818 K Lachlan Murdoch C/o Twenty-First Century Fox, Inc.,
1211 Avenue Of The Americas
New York NY 10036
Executive Chairman Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2019-03-14 617,918 $0.00 618,374 No 4 M Direct
Class A Common Stock Disposition 2019-03-14 1,134 $0.00 617,240 No 4 D Direct
Class A Common Stock Disposition 2019-03-14 300,467 $51.20 316,773 No 4 F Direct
Class A Common Stock Disposition 2019-03-14 316,317 $51.20 456 No 4 S Direct
Class A Common Stock Acquisiton 2019-03-14 316,317 $51.20 454,118 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 D Direct
No 4 F Direct
No 4 S Direct
No 4 P Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Restricted Stock Units Disposition 2019-03-14 287,398 $0.00 287,398 $0.00
Class A Common Stock Deferred Stock Units Disposition 2019-03-14 1,203 $0.00 1,203 $0.00
Class A Common Stock Deferred Stock Units Disposition 2019-03-14 1,261 $0.00 1,261 $0.00
Class A Common Stock Deferred Stock Units Disposition 2019-03-14 1,122 $0.00 1,122 $0.00
Class A Common Stock Deferred Stock Units Disposition 2019-03-14 1,265 $0.00 1,265 $0.00
Class A Common Stock Deferred Stock Units Disposition 2019-03-14 1,134 $0.00 1,134 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
287,398 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
Footnotes
  1. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (the "Merger Agreement") among Twenty-First Century Fox, Inc. (the "Company"), The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc. ("Wax Sub") and pursuant to the Employee Matters Agreement, to be entered into by and between the Company and Fox Corporation (such entity, "FOX" and such agreement, the "Employee Matters Agreement"), all (a) performance stock units scheduled to vest in accordance with their existing terms on or before December 31, 2019 or held by a Former Service Provider (as defined in the Employee Matters Agreement),
  2. (Continued from Footnote 1) (b) deferred stock units granted pursuant to an individual's service as a non-employee director of the Company and (c) restricted stock units granted pursuant to the Retention RSU Award (as defined in the Employee Matters Agreement) scheduled to vest immediately prior to the time of the merger between the Company and Wax Sub (the "Wax Merger") (i.e., 50% of the total restricted stock units granted pursuant to the Retention RSU Award), in each case, vested and were settled in shares of Class A Common Stock of the Company (except as indicated in footnote 3). 324,535 of the securities are with respect to performance stock units granted on August 2, 2016 and are not reflected on Table II.
  3. Pursuant to the Merger Agreement and Employee Matters Agreement these deferred stock units granted pursuant to an individual's service as a non-employee director of the Company and payable in cash were deemed to have settled for the cash value of an equivalent number of shares of Twenty-First Century Fox, Inc.'s Class A Common Stock.
  4. The reporting person sold the reported securities to the LKM Family Trust, which is administered by an independent trustee for the benefit of the reporting person, his immediate family members and certain charitable organizations.
  5. Each restricted stock unit represents the equivalent of one share of Class A Common Stock of the Company.
  6. 50% of the total restricted stock units granted pursuant to the Retention RSU Award vests in accordance with the terms described in clause (c) of footnote 2. The remaining 50% of the restricted stock units granted pursuant to the Retention RSU Award will vest on the 15-month anniversary of the Wax Merger if the Reporting Person remains employed by the Company or FOX, as applicable, through such vesting date.
  7. The restricted stock units that were scheduled to vest immediately prior to the Wax Merger were deemed to have been vested and settled for an equivalent number of shares of Class A Common Stock of the Company.
  8. Represents the aggregate number of restricted stock units continuing to be held by the Reporting Person pursuant to the Retention RSU Award.
  9. Each deferred stock unit represents the equivalent of Class A Common Stock of the Company.
  10. The deferred stock units were granted on July 1, 2014 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
  11. The deferred stock units were deemed to have vested and settled for an equivalent number of shares of Class A Common Stock of the Company.
  12. The deferred stock units were granted on October 1, 2014 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
  13. The deferred stock units were granted on January 2, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
  14. The deferred stock units were granted on April 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
  15. The deferred stock units were granted on April 1, 2014 and were originally scheduled to become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.