0000899243-19-007827.txt : 20190314
0000899243-19-007827.hdr.sgml : 20190314
20190314213401
ACCESSION NUMBER: 0000899243-19-007827
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190314
FILED AS OF DATE: 20190314
DATE AS OF CHANGE: 20190314
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDDINGTON RODERICK I
CENTRAL INDEX KEY: 0001306820
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 19682723
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: Eddington Roderick I
DATE OF NAME CHANGE: 20041022
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
2019-03-14
0
0001308161
TWENTY-FIRST CENTURY FOX, INC.
FOX
0001306820
EDDINGTON RODERICK I
C/O TWENTY-FIRST CENTURY FOX, INC.,
1211 AVENUE OF THE AMERICAS
NEW YORK
NY
10036
1
0
0
0
Class A Common Stock
2019-03-14
4
M
0
28633
A
163403
D
Class A Common Stock
2019-03-14
4
D
0
1134
51.20
D
162269
D
Class A Common Stock
2019-03-14
4
F
0
8256
51.20
D
154013
D
Deferred Stock Units
2019-03-14
4
M
0
1203
D
Class A Common Stock
1203
0
D
Deferred Stock Units
2019-03-14
4
M
0
1261
D
Class A Common Stock
1261
0
D
Deferred Stock Units
2019-03-14
4
M
0
1122
D
Class A Common Stock
1122
0
D
Deferred Stock Units
2019-03-14
4
M
0
1265
D
Class A Common Stock
1265
0
D
Deferred Stock Units
2019-03-14
4
M
0
1380
D
Class A Common Stock
1380
0
D
Deferred Stock Units
2019-03-14
4
M
0
1654
D
Class A Common Stock
1654
0
D
Deferred Stock Units
2019-03-14
4
M
0
1692
D
Class A Common Stock
1692
0
D
Deferred Stock Units
2019-03-14
4
M
0
1573
D
Class A Common Stock
1573
0
D
Deferred Stock Units
2019-03-14
4
M
0
1790
D
Class A Common Stock
1790
0
D
Deferred Stock Units
2019-03-14
4
M
0
1972
D
Class A Common Stock
1972
0
D
Deferred Stock Units
2019-03-14
4
M
0
1687
D
Class A Common Stock
1687
0
D
Deferred Stock Units
2019-03-14
4
M
0
1506
D
Class A Common Stock
1506
0
D
Deferred Stock Units
2019-03-14
4
M
0
1734
D
Class A Common Stock
1734
0
D
Deferred Stock Units
2019-03-14
4
M
0
1859
D
Class A Common Stock
1859
0
D
Deferred Stock Units
2019-03-14
4
M
0
1370
D
Class A Common Stock
1370
0
D
Deferred Stock Units
2019-03-14
4
M
0
1360
D
Class A Common Stock
1360
0
D
Deferred Stock Units
2019-03-14
4
M
0
993
D
Class A Common Stock
993
0
D
Deferred Stock Units
2019-03-14
4
M
0
1058
D
Class A Common Stock
1058
0
D
Deferred Stock Units
2019-03-14
4
M
0
1020
D
Class A Common Stock
1020
0
D
Deferred Stock Units
2019-03-14
4
M
0
1134
D
Class A Common Stock
1134
0
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 (except as indicated in footnote 3).
Pursuant to the Merger Agreement and Employee Matters Agreement these deferred stock units granted pursuant to an individual's service as a nonemployee director of the Company and payable in cash were deemed to have settled for the cash value of an equivalent number of shares of Twenty-First Century Fox, Inc.'s Class A Common Stock
Each deferred stock unit represents the equivalent of one share of Class A Common Stock of the Company.
The deferred stock units were granted on July 1, 2014 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were deemed to have vested and settled for an equivalent number of shares of Class A Common Stock of the Company.
The deferred stock units were granted on October 1, 2014 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on January 2, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on April 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on July 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on October 1, 2015 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on January 4, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on April 1, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on July 1, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on October 3, 2016 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on January 3, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on April 3, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on July 3, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on October 2, 2017 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on January 2, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on April 2, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on July 2, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on October 1, 2018 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on January 2, 2019 and were originally scheduled to become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
The deferred stock units were granted on April 1, 2014 and were originally scheduled to become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
/s/ Laura A. Cleveland as Attorney-in-Fact for Roderick I. Eddington
2019-03-14