Statement of Changes in Beneficial Ownership (4)
March 21 2019 - 5:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Tomsic Steven
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2. Issuer Name
and
Ticker or Trading Symbol
Fox Corp
[
FOX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O FOX CORPORATION, 1211 AVENUE OF THE AMERICAS
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2019
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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16849
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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3/19/2019
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A
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30809
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(5)
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(5)
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Class A Common Stock
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30809
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(3)
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30809
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D
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Restricted Stock Units
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(2)
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3/19/2019
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A
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7983
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(6)
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(6)
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Class A Common Stock
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7983
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(4)
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7983
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D
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Restricted Stock Units
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(2)
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3/19/2019
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A
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74515
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(7)
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(7)
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Class A Common Stock
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74515
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$0.00
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74515
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D
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Stock Option (Right to Buy)
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$40.26
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3/19/2019
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A
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115340
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(8)
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(8)
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Class A Common Stock
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115340
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$0.00
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115340
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D
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Explanation of Responses:
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(1)
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Shares acquired in a pro rata distribution by Twenty-First Century Fox, Inc. ("21CF") of shares of Fox Corporation ("Fox") in connection with the separation of Fox from 21CF.
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(2)
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1-for-1.
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(3)
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The securities reported are the result of the conversion of stock-settled performance stock units originally granted by 21CF into restricted stock units of Fox in connection with the separation of Fox from 21CF. The number of restricted stock units received was based on a conversion formula equal to a fraction, the numerator of which is one and the denominator of which is (a) three multiplied by (b) one minus the inverse of 1.357190 (i.e., the Distribution Adjustment Multiple as defined in the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc.).
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(4)
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The securities reported are the result of the conversion of restricted stock units originally granted by 21CF ("21CF RSUs") into restricted stock units of Fox in connection with the separation of Fox from 21CF. The number of restricted stock units received is equal to one-third of the 21CF RSUs beneficially owned by the reporting person immediately prior to the separation of Fox from 21CF.
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(5)
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The restricted stock units will vest on August 15, 2020.
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(6)
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The restricted stock units will vest on June 20, 2020.
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(7)
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The restricted stock units will vest 50% on June 15, 2020 and 50% on June 15, 2021.
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(8)
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The stock option will vest 50% on June 15, 2020 and 50% on June 15, 2021.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tomsic Steven
C/O FOX CORPORATION
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
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Chief Financial Officer
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Signatures
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/s/ Laura A. Cleveland as Attorney-in-Fact for Steven Tomsic
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3/21/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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