Amendment No. 1 to Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

(Amendment No. 1)*

 

 

News Corporation

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

65249B 208

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

  1 

NAMES OF REPORTING PERSONS

 

Cruden Financial Services LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  5 

  SOLE VOTING POWER

 

  76,655,870*

 6 

  SHARED VOTING POWER

 

  -0-

 7 

  SOLE DISPOSITIVE POWER

 

  76,655,870*

 8 

  SHARED DISPOSITIVE POWER

 

  -0-

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

76,655,870 (all of which are owned directly by the Murdoch Family Trust)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

Not applicable.

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

38.4% - See Item 4

12

TYPE OF REPORTING PERSON*

 

OO

 

* Cruden Financial Services LLC is the sole trustee of the Murdoch Family Trust, the owner of the securities.

  1 

NAMES OF REPORTING PERSONS

 

Murdoch Family Trust

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  5 

  SOLE VOTING POWER

 

  76,655,870*

 6 

  SHARED VOTING POWER

 

  -0-

 7 

  SOLE DISPOSITIVE POWER

 

  76,655,870*

 8 

  SHARED DISPOSITIVE POWER

 

  -0-

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

76,655,870*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

Not applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

38.4% - See Item 4

12

TYPE OF REPORTING PERSON*

 

OO

 

* The Murdoch Family Trust acts through its trustee, Cruden Financial Services LLC.

 

  1 

NAMES OF REPORTING PERSONS

 

K. Rupert Murdoch

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  5 

  SOLE VOTING POWER

 

  2,066,529

 6 

  SHARED VOTING POWER

 

  76,655,870*

 7 

  SOLE DISPOSITIVE POWER

 

  2,066,529

 8 

  SHARED DISPOSITIVE POWER

 

  76,655,870*

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

78,722,399

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

Not applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

39.4% - See Item 4

12

TYPE OF REPORTING PERSON*

 

IN

 

*  Represents Shares owned by the Murdoch Family Trust, which acts through its trustee, Cruden Financial Services LLC. See Item 4.

Explanatory Note

This Amendment No. 1 amends and restates in its entirety the Schedule 13G filed on July 8, 2013, relating to shares of Class B common stock, par value $.01 per share, of News Corporation.

 

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:
Cruden Financial Services LLC
Murdoch Family Trust
K. Rupert Murdoch
Item 2(b) Address of Principal Business Office or, if none, Residence:
Cruden Financial Services LLC
c/o McDonald Carano Wilson LLP
100 W. Liberty Street
10th Floor
Reno, NV
89501
Murdoch Family Trust
c/o McDonald Carano Wilson LLP
100 W. Liberty Street
10th Floor
Reno, NV
89501
K. Rupert Murdoch
c/o News Corporation
1211 Avenue of the Americas
New York, New York 10036

Item 2(c) Citizenship:
Cruden Financial Services LLC is formed under the laws of Delaware.
Murdoch Family Trust is governed by the laws of Nevada.
Mr. Murdoch is a United States citizen.
Item 2(d) Title of Class of Securities:
News Corporation Class B Common Stock (“Shares”).
Item 2(e) CUSIP No.:
65249B 208
Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4 Ownership:

A.     Cruden Financial Services LLC

(a)    Amount beneficially owned: 76,655,870

(b)    Percent of class: 38.4% - see below

(c)    Number of shares as to which such person has:

(i)     Sole power to vote or direct the vote: 76,655,870*

(ii)    Shared power to vote or direct the vote: -0-

(iii)   Sole power to dispose or direct the disposition: 76,655,870*

(iv)   Shared power to dispose or direct the disposition: -0-

* Cruden Financial Services LLC is the sole trustee of the Murdoch Family Trust, the owner of the securities.

B.     Murdoch Family Trust

(a)    Amount beneficially owned: 76,655,870

(b)    Percent of class: 38.4% - see below

(c)    Number of shares as to which such person has:

(i)     Sole power to vote or direct the vote: 76,655,870*

(ii)    Shared power to vote or direct the vote: -0-

(iii)   Sole power to dispose or direct the disposition: 76,655,870*

(iv)   Shared power to dispose or direct the disposition: -0-

*       The Murdoch Family Trust acts through its trustee, Cruden Financial Services LLC.

C.     K. Rupert Murdoch

(a)    Amount beneficially owned: 78,722,399

(b)    Percent of class: 39.4% - see below

(c)    Number of shares as to which such person has:

(i)     Sole power to vote or direct the vote: 2,066,529

(ii)    Shared power to vote or direct the vote: 76,655,870*

(iii)   Sole power to dispose or direct the disposition: 2,066,529

(iv)   Shared power to dispose or direct the disposition: 76,655,870*

*       Represents Shares owned by the Murdoch Family Trust which acts through its trustee, Cruden Financial Services LLC.

As of December 31, 2014, Cruden Financial Services was the beneficial owner of 76,655,870 Shares, constituting approximately 38.4% of the total number of outstanding Shares at such date. All of the 76,655,870 Shares beneficially owned by Cruden Financial Services are also beneficially owned by the Murdoch Family Trust. Cruden Financial Services has the power to vote and to dispose or direct the vote and disposition of the Shares owned by the Murdoch Family Trust. Cruden Financial Services, the sole trustee of the Murdoch Family Trust, is a Delaware limited liability company with six directors.

As of December 31, 2014, the Murdoch Family Trust was the beneficial owner of 76,655,870 Shares, constituting approximately 38.4% of the total number of outstanding Shares at such date. The Murdoch Family Trust is a trust governed by Nevada law whose trustee is Cruden Financial Services. Cruden Financial Services, as sole trustee, has the power to vote and to dispose or direct the vote and disposition of the Shares owned by the Murdoch Family Trust.

As of December 31, 2014, K. Rupert Murdoch was the beneficial owner of 78,722,399 Shares, constituting approximately 39.4% of the total number of outstanding Shares at such date. Of the 78,722,399 Shares beneficially owned by K. Rupert Murdoch, 76,655,870 of such Shares are directly owned by the Murdoch Family Trust. Cruden Financial Services has the power to vote and to dispose or direct the vote and disposition of the Shares owned by the Murdoch Family Trust. As a result of Mr. Murdoch’s ability to appoint certain members of the board of directors of Cruden Financial Services, the corporate trustee of the Murdoch Family Trust, Mr. Murdoch may be deemed the beneficial owner of the Shares beneficially owned by the Murdoch Family Trust. Mr. Murdoch, however, disclaims any beneficial ownership of such Shares.

 

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 Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

   Not applicable.

 

Item 8 Identification and Classification of Members of the Group:

   Not applicable.

 

Item 9 Notice of Dissolution of Group:

   Not applicable.

 

Item 10 Certification:

   Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13G is true, complete and correct.

 

Date: February 13, 2015

    CRUDEN FINANCIAL SERVICES LLC
By:

/s/ Arthur M. Siskind

Name:  Arthur M. Siskind

Title:    Vice President

Date: February 13, 2015
MURDOCH FAMILY TRUST
By:

/s/ Arthur M. Siskind

Cruden Financial Services LLC, Trustee

Name:  Arthur M. Siskind

Title:    Vice President

Date: February 13, 2015
Name:

/s/ K. Rupert Murdoch

K. Rupert Murdoch