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*
Hart Clare
(Last) (First) (Middle)
DOW JONES & COMPANY, INC.
200 LIBERTY STREET
(Street)
NEW YORK NY 10281
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DOW JONES & CO INC [ DJ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP/Pres, Enterprise Media
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2007
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
Common Stock 12/13/2007 D 635 D (1) 0 D
Common Stock 12/13/2007 A 5,333 A (2) 5,333 D
Common Stock 12/13/2007 D 5,333 D (2) 0 D
Common Stock 12/13/2007 A 10,067 A (3) 10,067 D
Common Stock 12/13/2007 D 10,067 D (3) 0 D
Common Stock 12/13/2007 A 12,333 A (4) 12,333 D
Common Stock 12/13/2007 D 12,333 D (4) 0 D
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
Employee Stock Option (right to buy) $38.31 12/13/2007 D 12,800 (5) 02/15/2016 Common Stock 12,800 (5) 0 D
Employee Stock Option (right to buy) $37.33 12/13/2007 D 17,400 (6) 02/21/2017 Common Stock 17,400 (6) 0 D
Phantom Stock (7) 12/13/2007 D 661 (7) (7) Common Stock 661 (7) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger dated as of July 31, 2007, by and among Dow Jones & Company, Inc. (the "Company"), News Corporation, Ruby Newco LLC and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"), in exchange for $60.00 cash per share.
2. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive contingent stock rights with respect to 15,296 shares of News Corporation Class A common stock issuable after the close of the 2005-2007 performance period. Under the Merger Agreement, the number of contingent stock rights with respect to Class A common stock of News Corporation was determined by multiplying (i) the number of Company contingent stock rights by (ii) 2.8681, which represents the quotient of (A) $60.00 divided by (B) $20.9198, the volume weighted average price per share of News Corporation Class A common stock on the New York Stock Exchange over the five (5) trading days ending on December 12, 2007 (the "Exchange Ratio"). The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.
3. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive contingent stock rights with respect to 28,873 shares of News Corporation Class A common stock issuable after the close of the 2006-2008 performance period. Under the Merger Agreement, the number of contingent stock rights with respect to Class A common stock of News Corporation was determined by multiplying (i) the number of Company contingent stock rights by (ii) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.
4. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive contingent stock rights with respect to 35,372 shares of News Corporation Class A common stock issuable after the close of the 2007-2009 performance period. Under the Merger Agreement, the number of contingent stock rights with respect to Class A common stock of News Corporation was determined by multiplying (i) the number of Company contingent stock rights by (ii) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.
5. Pursuant to the Merger Agreement, this option, which was granted on February 15, 2006 and is scheduled to vest on the third anniversary of the grant date, was converted into an option to acquire 36,711 shares of Class A common stock of News Corporation at an exercise price of $13.36 per share, subject to the same vesting schedule. Under the Merger Agreement, the number of shares of Class A common stock of News Corporation subject to the option was determined by multiplying (i) the number of shares of Company common stock subject to the option by (ii) the Exchange Ratio. The exercise price of the option was determined by dividing (x) the per share exercise price specified in the option to acquire Company common stock by (y) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.
6. Pursuant to the Merger Agreement, this option, which was granted on February 21, 2007 and is scheduled to vest on the third anniversary of the grant date, was converted into an option to acquire 49,904 shares of Class A common stock of News Corporation at an exercise price of $13.02 per share, subject to the same vesting schedule. Under the Merger Agreement, the number of shares of Class A common stock of News Corporation subject to the option was determined by multiplying (i) the number of shares of Company common stock subject to the option by (ii) the Exchange Ratio. The exercise price of the option was determined by dividing (x) the per share exercise price specified in the option to acquire Company common stock by (y) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.
7. This number of units represents 281 shares of Company common stock, which were disposed of pursuant to the Merger Agreement in exchange for $60.00 cash per share.
/s/ Mia Israeli, Attorney-in-Fact 12/17/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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