X0306 4 2019-03-14 0 0001308161 TWENTY-FIRST CENTURY FOX, INC. FOX 0001256121 SILBERMAN ROBERT S 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 28633 D Class A Common Stock 2019-03-14 4 D 0 1134 51.20 D 27499 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 Robert S. Silberman 2019-03-14