SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
DEVOE DAVID F

(Last) (First) (Middle)
C/O NEWS AMERICA INCORPORATED
1211 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. EVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy) $9.58(1) 08/19/1997 A 45,000(2) (3) 08/19/2007 Class A Common Stock 45,000(2) (2) 45,000(2) D
Stock Option (right to buy) $18.7(4) 09/07/1998 A 150,000(2) (3) 09/07/2008 Class A Common Stock 150,000(2) (2) 150,000(2) D
Stock Option (right to buy) $20.92(5) 09/06/1999 A 150,000(2) (3) 09/06/2009 Class A Common Stock 150,000(2) (2) 150,000(2) D
Stock Option (right to buy) $22(6) 11/15/1999 A 500,000(2) (3) 11/15/2009 Class A Common Stock 500,000(2) (2) 500,000(2) D
Stock Option (right to buy) $35.5(7) 05/01/2000 A 500,000(2) (3) 05/01/2010 Class A Common Stock 500,000(2) (2) 500,000(2) D
Stock Option (right to buy) $36.3(8) 08/01/2001 A 120,000(2) (3) 08/01/2011 Class A Common Stock 120,000(2) (2) 120,000(2) D
Stock Option (right to buy) $28.06(9) 08/30/2001 A 130,000(2) (3) 08/30/2011 Class A Common Stock 130,000(2) (2) 130,000(2) D
Stock Option (right to buy) $16.04(10) 08/13/2002 A 240,000(2) (3) 08/13/2012 Class A Common Stock 240,000(2) (2) 240,000(2) D
Stock Appreciation Right $19.78(11) 08/11/2003 A 250,000(12) (13) 08/11/2013 Class A Common Stock 250,000(12) $0 250,000(12) D
Explanation of Responses:
1. Reported in Australian dollars. On the grant date, the exercise price would have been US$7.06 after giving effect to the one for two exchange ratio.
2. Received in exchange for options held over The News Corporation Limited's ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares") in connection with the TNCL reorganization to the United States (the "Reorganization"). On 11/12/2004, the effective date of the Reorganization, each outstanding option over TNCL Preferred Shares was cancelled and an option over Class A Common Stock for half the number of underlying TNCL Preferred Shares was issued in exchange therefore.
3. The options provide for vesting as to 25% on each anniversary date after the date of the original grant date.
4. Reported in Australian dollars. On the grant date, the exercise price would have been US$11.07 after giving effect to the one for two exchange ratio.
5. Reported in Australian dollars. On the grant date, the exercise price would have been US$13.47 after giving effect to the one for two exchange ratio.
6. Reported in Australian dollars. On the grant date, the exercise price would have been US$14.23 after giving effect to the one for two exchange ratio.
7. Reported in Australian dollars. On the grant date, the exercise price would have been US$20.62 after giving effect to the one for two exchange ratio.
8. Reported in Australian dollars. On the grant date, the exercise price would have been US$21.08 after giving effect to the one for two exchange ratio.
9. Reported in Australian dollars. On the grant date, the exercise price would have been US$15.15 after giving effect to the one for two exchange ratio.
10. Reported in Australian dollars. On the grant date, the exercise price would have been US$8.66 after giving effect to the one for two exchange ratio.
11. Reported in Australian dollars. On the grant date, the exercise price would have been US$12.94 after giving effect to the on for two exchange ratio.
12. On 11/12/2004, the effective date of the Reorganization, each outstanding stock appreciation right for TNCL Preferred Shares was cancelled and a stock appreciation right for Class A Common Stock for half the shares was issued in exchange therefore.
13. The stock appreciation right provide for vesting as to 25% on each anniversary date after the date of the original grant.
/s/ Laura O Leary, Attorney-in-Fact for David F. DeVoe 11/12/2004
** 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).
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