0000899243-19-007852.txt : 20190314 0000899243-19-007852.hdr.sgml : 20190314 20190314215542 ACCESSION NUMBER: 0000899243-19-007852 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181217 FILED AS OF DATE: 20190314 DATE AS OF CHANGE: 20190314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NALLEN JOHN CENTRAL INDEX KEY: 0001306566 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32352 FILM NUMBER: 19682763 MAIL ADDRESS: STREET 1: C/O NEWS AMERICA INCORPORATED STREET 2: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: Nallen John DATE OF NAME CHANGE: 20041021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TWENTY-FIRST CENTURY FOX, INC. CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 260075658 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORP DATE OF NAME CHANGE: 20041110 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-12-17 0 0001308161 TWENTY-FIRST CENTURY FOX, INC. FOX 0001306566 NALLEN JOHN C/O TWENTY-FIRST CENTURY FOX, INC., 1211 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 1 0 0 Senior EVP, CFO Class A Common Stock 2018-12-17 4 G 0 2754 0.00 D 199662 D Class A Common Stock 2019-03-14 4 M 0 271969 A 471631 D Class A Common Stock 2019-03-14 4 F 0 141813 51.20 D 329818 D Restricted Stock Units 2019-03-14 4 M 0 127733 D Class A Common Stock 127733 127731 D Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (the "Merger Agreement") among Twenty-First Century Fox, Inc. (the "Company"), The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc. ("Wax Sub") and pursuant to the Employee Matters Agreement, to be entered into by and between the Company and Fox Corporation (such entity, "FOX" and such agreement, the "Employee Matters Agreement"), all (a) performance stock units scheduled to vest in accordance with their existing terms on or before December 31, 2019 or held by a Former Service Provider (as defined in the Employee Matters Agreement), (Continued from Footnote 1) (b) deferred stock units granted pursuant to an individual's service as a non-employee director of the Company and (c) restricted stock units granted pursuant to the Retention RSU Award (as defined in the Employee Matters Agreement) scheduled to vest immediately prior to the time of the merger between the Company and Wax Sub (the "Wax Merger") (i.e., 50% of the total restricted stock units granted pursuant to the Retention RSU Award), in each case, vested and were settled in shares of Class A Common Stock of the Company. 144,236 of the securities are with respect to performance stock units granted on August 2, 2016 and are not reflected on Table II. Includes 26,536 shares of Twenty-First Century Fox, Inc.'s Class A Common Stock previously held indirectly by the reporting person in a Grantor Retained Annuity Trust. Each restricted stock unit represents the equivalent of one share of Class A Common Stock of the Company. 50% of the total restricted stock units granted pursuant to the Retention RSU Award vests in accordance with the terms described in clause (c) of footnote 2. The remaining 50% of the restricted stock units granted pursuant to the Retention RSU Award will vest on the 15-month anniversary of the Wax Merger if the Reporting Person remains employed by the Company or FOX, as applicable, through such vesting date. The restricted stock units that were scheduled to vest immediately prior to the Wax Merger were deemed to have been vested and settled for an equivalent number of shares of Class A Common Stock of the Company. Represents the aggregate number of restricted stock units continuing to be held by the Reporting Person pursuant to the Retention RSU Award. /s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen 2019-03-14