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News Corporation
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(Name of Issuer)
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Class B Common Stock1
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(Title of Class of Securities)
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65249B208
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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/x /
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Rule 13d-1(b)
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/ /
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Rule 13d-1(c)
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Rule 13d-1(d)
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1
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The Reporting Person indirectly beneficially owns CHESS Depositary Interests (“CDIs”), listed on the Australian Stock Exchange. Each CDI represents one Class B Share.
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CUSIP No. 98954L103
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1
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NAME OF REPORTING PERSONS
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Perpetual Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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AUSTRALIA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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10,616,892
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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10,616,892
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,616,8922
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.32%2
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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2
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Represented by 10,616,892 CDIs. Each CDI represents one Class B Ordinary Share.
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Item 1(a).
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Name of Issuer:
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News Corporation
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1211 Avenue of the Americas
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New York, NY 10036
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Item 2(a).
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Name of Person Filing:
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Perpetual Limited (the “Reporting Person”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Level 12
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123 Pitt Street
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Sydney, NSW 2000
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Australia
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Item 2(c).
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Citizenship:
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Perpetual Limited – Australia corporation
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Item 2(d).
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Title of Class of Securities:
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Class B Common Stock (the “Shares”)
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Item 2(e).
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CUSIP Number:
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65249B208
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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/ /
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Not applicable.
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/x/
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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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:
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Item 4.
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Ownership.3
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(a)
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Amount beneficially owned: 10,616,892 Shares deemed beneficially owned by Perpetual Limited.
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(b)
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Percent of Class: 5.32%
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(c)
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Number of shares as to which Perpetual Limited has:
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(i) Sole power to vote or to direct the vote: 0.
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(ii) Shared power to vote or to direct the vote: 10,616,892.
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(iii) Sole power to dispose or to direct the disposition of: 0.
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(iv) Shared power to dispose or to direct the disposition of: 10,616,892.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Please See Exhibit A.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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3
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Represented by CHESS Depositary Interests (“CDIs”), listed on the Australian Stock Exchange. Each CDI represents one Class B Share.
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Item 10.
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Certifications.
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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.
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Perpetual Limited
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By:
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/s/
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Joanne Hawkins
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Name:
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Joanne Hawkins
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Title:
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Secretary
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