Executive Chair, CEO Murdoch Lachlan K covered exercise/tax liability with 22,056 units of Class A Common Stock, converted options into 160,956 shares, covered exercise/tax liability with 70,279 shares, sold $4,675,677 worth of Class A Common Stock (119,705 units at $39.06), bought $4,675,677 worth of shares (119,705 units at $39.06) and converted options into 51,084 units of Class A Common Stock (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 | 51,084 | A | (1) | 51,236 | D | |||
| Class A Common Stock | 08/15/2024 | F | 22,056 | D | $39.06 | 29,180 | D | |||
| Class A Common Stock | 08/15/2024 | M | 57,549 | A | (1) | 86,729 | D | |||
| Class A Common Stock | 08/15/2024 | F | 25,099 | D | $39.06 | 61,630 | D | |||
| Class A Common Stock | 08/15/2024 | M | 55,903 | A | (1) | 117,533 | D | |||
| Class A Common Stock | 08/15/2024 | F | 24,670 | D | $39.06 | 92,863 | D | |||
| Class A Common Stock | 08/15/2024 | M | 47,504 | A | (1) | 140,367 | D | |||
| Class A Common Stock | 08/15/2024 | F | 20,510 | D | $39.06 | 119,857 | D | |||
| Class A Common Stock | 08/15/2024 | S(2) | 119,705 | D | $39.06 | 152 | D | |||
| Class A Common Stock | 08/15/2024 | P(2) | 119,705 | A | $39.06 | 1,076,407 | I | See footnote(2) | ||
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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 | 51,084 | (3) | (3) | Class A Common Stock | 51,084 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 08/15/2024 | M | 57,549 | (4) | (4) | Class A Common Stock | 57,549 | $0 | 57,555 | D | ||||
| Restricted Stock Units | (1) | 08/15/2024 | M | 55,903 | (5) | (5) | Class A Common Stock | 55,903 | $0 | 111,813 | D | ||||
| Performance Stock Units | (1) | 08/15/2024 | M | 47,504 | 08/15/2024 | 08/15/2024 | Class A Common Stock | 47,504 | $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. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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 Lachlan K. Murdoch | 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. | ||