0000898432-16-003265.txt : 20161213 0000898432-16-003265.hdr.sgml : 20161213 20161212182809 ACCESSION NUMBER: 0000898432-16-003265 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161213 DATE AS OF CHANGE: 20161212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWS CORP CENTRAL INDEX KEY: 0001564708 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87521 FILM NUMBER: 162047291 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-416-3400 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: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: New Newscorp Inc DATE OF NAME CHANGE: 20130611 FORMER COMPANY: FORMER CONFORMED NAME: New Newscorp LLC DATE OF NAME CHANGE: 20121214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Perpetual Ltd CENTRAL INDEX KEY: 0001647273 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ANGEL PLACE, LEVEL 12 STREET 2: 123 PITT STREET CITY: SYDNEY STATE: C3 ZIP: 2000 BUSINESS PHONE: 612-9229-9134 MAIL ADDRESS: STREET 1: ANGEL PLACE, LEVEL 12 STREET 2: 123 PITT STREET CITY: SYDNEY STATE: C3 ZIP: 2000 SC 13G/A 1 sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 2)
 
NEWS CORPORATION
(Name of Issuer)
 
Class B Common Stock
(Title of Class of Securities)
 
65249B208
(CUSIP Number)
 
December 31, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/X/
Rule 13d-11(b)
   
/  /
Rule 13d-1(c)
   
/  /
Rule 13d-1(d)
Page 1 of 6

CUSIP No. 65249B208
   
1
NAMES OF REPORTING PERSONS
 
 
Perpetual Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(SEE INSTRUCTIONS)
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
AUSTRALIA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
21,005,481
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
21,005,481
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,005,4811
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.5%2
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 
 
______________________________
1 
Represented by 20,700,130 Chess Depositary Interests (“CDI”) and 305,351 Class B common stock shares.  Each CDI represents one share of Class B Common Stock.
 
Page 2 of 6

Item 1(a).
 
Name of Issuer:
     
   
News Corporation
     
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
     
   
1211 Avenue of the Americas
New York, NY 10036
     
Item 2(a).
 
Name of Person Filing:
     
   
Perpetual Limited (the “Reporting Person”)
     
Item 2(b).
 
Address of Principal Business Office or, if None, Residence:
     
   
Level 18
   
Angel Place
123 Pitt Street
   
Sydney, NSW 2000
   
Australia
     
Item 2(c).
 
Citizenship:
     
   
Australia
     
Item 2(d).
 
Title of Class of Securities:
     
   
Class B Common Stock (the “Shares”)
     
Item 2(e).
 
CUSIP Number:
     
   
65249B208
     
Item 3.
 
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
       
       
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
       
  (e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
Page 3 of 6

 
(g)
/X/
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
 
(j)
/ /
Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
       
 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______
 
       
Item 4. 
Ownership. 2
       
 
(a)
Amount beneficially owned: 21,005,481
 
(b)
Percent of Class: 10.5%
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 21,005,481 
 
 
(ii)
Shared power to vote or to direct the vote 0. 
 
 
(iii)
Sole power to dispose or to direct the disposition of: 21,005,481. 
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0. 
     
Item 5.
Ownership of Five Percent or Less of a Class.
     
 
Not applicable.  
     
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
     
 
Not applicable.  
     
Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
 
See Exhibit A attached.  
     
Item 8.
Identification and Classification of Members of the Group.
     
 
Not applicable  
     
Item 9.
Notice of Dissolution of Group.
     
 
Not applicable.  
 
 
______________________________
2
Represented by 20,700,130 Chess Depositary Interests (“CDI”) and 305,351 Class B common stock shares. Each CDI represents one share of Class B Common Stock.
Page 4 of 6

 
Item 10.
Certifications.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
Page 5 of 6

SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2016
 
 
Perpetual Limited 
 
       
       
 
By:
/s/ Glenda Susan Charles
 
   
Name: Glenda Susan Charles
 
   
Title:   Secretary
 
 
Page 6 of 6

 
Exhibit A
The following is a list of the identity of each subsidiary of Perpetual Limited, the parent holding company, that may be deemed to beneficially own the issuer’s Class B Common Stock (either directly or through CDIs listed on the Australian Stock Exchange) (the “Reported Securities”):
 
Subsidiary
Item 3 Classification
Perpetual Investment Management Limited
FI
Perpetual Trustee Company Limited
FI
 
Perpetual Limited is filing this Schedule 13G because it is the parent holding company of the subsidiaries listed above, which act as the investment manager or in a similar capacity to pooled investment vehicles and other advisory clients (collectively, “Clients”). Perpetual Limited’s subsidiaries have been delegated the power to direct investment and/or power to vote the Reported Securities by its clients, who are the beneficial owners of the Reported Securities. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Perpetual Limited and each of its subsidiaries declare that this Schedule 13G should not be construed as an admission that they are the beneficial owners of the Reported Securities, and each of them expressly disclaim beneficial ownership of such Reported Securities, except with respect to 7,650 shares, of which Perpetual Limited is the beneficial owner.