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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

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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

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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	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

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),
(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.
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.
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.
Each restricted stock unit represents the equivalent of one share of Class A Common Stock of the Company.
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.
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.
Represents the aggregate number of restricted stock units continuing to be held by the Reporting Person pursuant to the Retention RSU Award.
Each deferred stock unit represents the equivalent of Class A Common Stock of the Company.
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.
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.
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.
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.
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.
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.