Chief Operating Officer Nallen John covered exercise/tax liability with 43,503 shares, sold $2,059,971 worth of shares (52,874 units at $38.96) and converted options into 96,377 shares (SEC Form 4)
$FOXA
Broadcasting
Industrials
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fox Corp [ FOX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 08/15/2024 | M | 23,219 | A | (1) | 272,643(2) | D | |||
| Class A Common Stock | 08/15/2024 | F | 10,215 | D | $39.06 | 262,428 | D | |||
| Class A Common Stock | 08/15/2024 | M | 26,157 | A | (1) | 288,585 | D | |||
| Class A Common Stock | 08/15/2024 | F | 11,507 | D | $39.06 | 277,078 | D | |||
| Class A Common Stock | 08/15/2024 | M | 25,409 | A | (1) | 302,487 | D | |||
| Class A Common Stock | 08/15/2024 | F | 11,775 | D | $39.06 | 290,712 | D | |||
| Class A Common Stock | 08/15/2024 | M | 21,592 | A | (1) | 312,304 | D | |||
| Class A Common Stock | 08/15/2024 | F | 10,006 | D | $39.06 | 302,298 | D | |||
| Class A Common Stock | 08/15/2024 | S | 52,874 | D | $38.96(3)(4) | 249,424 | D | |||
| Class A Common Stock | 150,000 | I | By GRAT | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | 08/15/2024 | M | 23,219 | (5) | (5) | Class A Common Stock | 23,219 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 08/15/2024 | M | 26,157 | (6) | (6) | Class A Common Stock | 26,157 | $0 | 26,162 | D | ||||
| Restricted Stock Units | (1) | 08/15/2024 | M | 25,409 | (7) | (7) | Class A Common Stock | 25,409 | $0 | 50,825 | D | ||||
| Performance Stock Units | (1) | 08/15/2024 | M | 21,592 | 08/15/2024 | 08/15/2024 | Class A Common Stock | 21,592 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit and performance stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock. |
| 2. Excludes 150,000 shares of Class A Common Stock transferred from the reporting person's direct ownership to a Grantor Retained Annuity Trust ("GRAT"), and which are now, accordingly, indirectly held by the reporting person through the GRAT. |
| 3. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range. |
| 4. Sales prices range from $38.87 to $39.05 per share, inclusive. |
| 5. The restricted stock units vested one-third on August 15, 2022, one-third on August 15, 2023 and the remainder of the award vested on August 15, 2024. |
| 6. The restricted stock units vested one-third on August 15, 2023, one-third on August 15, 2024 and the remainder of the award will vest on August 15, 2025. |
| 7. The restricted stock units vested one-third on August 15, 2024, will vest one-third on August 15, 2025 and the remainder of the award will vest on August 15, 2026. |
| Remarks: |
| /s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen | 08/16/2024 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||