SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Fox Corporation (Name of Issuer) |
Class B Common Stock (Title of Class of Securities) |
35137L204 (CUSIP Number) |
Ebor Management Company Ltd P.O. Box 1905, Jackson, WY, 83001 212-474-1000 Rise Fiduciary Services II LLC 100 W. Liberty Street, 10th Floor, Reno, NV, 89501 212-474-1000 Jesse Angelo C/O Lupa Systems, 363 Lafayette Street, 5th Floor New York, NY, 10012 212-474-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/06/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 35137L204 |
1 |
Name of reporting person
MFT SH Family Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
NEVADA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 35137L204 |
1 |
Name of reporting person
EM 2025 Family Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
NEVADA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 35137L204 |
1 |
Name of reporting person
MacLeod Family Discretionary Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
NEVADA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Class B Common Stock | |
(b) | Name of Issuer:
Fox Corporation | |
(c) | Address of Issuer's Principal Executive Offices:
1211 Avenue of the Americas, New York,
NEW YORK
, 10036. | |
Item 1 Comment:
This Schedule 13D is being filed by the Reporting Persons (as defined in Item 2(a) below) to report the disposition of beneficial ownership of shares of Class B common stock, par value $0.01 per share ("Class B Shares" or "Shares") of Fox Corporation (the "Issuer") in connection with the transactions described herein. | ||
Item 2. | Identity and Background | |
(a) | This Schedule 13D is being filed by MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust (each a "Reporting Person" and collectively, the "Reporting Persons"). | |
(b) | Please refer to Notification Information for the contact information of each of the Reporting Persons' Trustees. | |
(c) | Each Reporting Person holds assets for investment purposes. | |
(d) | No | |
(e) | No | |
(f) | Each Reporting Person is a Nevada trust. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable. | ||
Item 4. | Purpose of Transaction | |
The Reporting Persons have sold all of their beneficial ownership of the Shares. The filing of this Schedule 13D constitutes an exit filing for the Reporting Persons. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | 0 | |
(b) | 0 | |
(c) | Each of the Reporting Persons is a trust established by the trustee of the Murdoch Family Trust (the "MFT") for the benefit of each of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations.
On September 6, 2025, the MFT transferred (i) approximately 50% of the shares of Class A common stock of the Issuer ("Class A Shares") and 50% of the Class B Shares held by the MFT to the Reporting Persons and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts, one for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations.
On September 10, 2025, the Reporting Persons completed the sale of (i) 16,835,016 Class B Shares in an underwritten offering (the "Underwritten Offering") for an aggregate sales price of approximately $900 million and (ii) 9,498 Class A Shares and 34,268,895 Class B Shares, along with 7,125 shares of Class A common stock and 24,256,641 shares of Class B common stock of News Corporation, in a series of transactions which resulted in LGC Holdco LLC acquiring all of such shares, for an aggregate purchase price of approximately $1,990 million (the "Purchase").
As a result of the Underwritten Offering and the Purchase, none of the Reporting Persons have any interest, directly or indirectly, in the Issuer. | |
(d) | Not applicable. | |
(e) | September 10, 2025. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement.
2. Underwriting Agreement. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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