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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 11.2 (1) | 01/01/1997 | A | 150,000 (2) | (3) | 01/01/2007 | Class A Common Stock | 150,000 (2) | (2) | 150,000 (2) | D | ||||
| Stock Option (right to buy) | $ 9.58 (4) | 08/19/1997 | A | 196,500 (2) | (3) | 08/19/2007 | Class A Common Stock | 196,500 (2) | (2) | 196,500 (2) | D | ||||
| Stock Option (right to buy) | $ 16.16 (5) | 10/12/1998 | A | 50,000 (2) | (3) | 10/12/2008 | Class A Common Stock | 50,000 (2) | (2) | 50,000 (2) | D | ||||
| Stock Option (right to buy) | $ 20.92 (6) | 09/06/1999 | A | 34,000 (2) | (3) | 08/06/2009 | Class A Common Stock | 34,000 (2) | (2) | 34,000 (2) | D | ||||
| Stock Option (right to buy) | $ 35.66 (7) | 10/18/2000 | A | 60,000 (2) | (3) | 10/18/2010 | Class A Common Stock | 6,000 (2) | (2) | 6,000 (2) | D | ||||
| Stock Option (right to buy) | $ 22.54 (8) | 10/11/2001 | A | 60,000 (2) | (3) | 10/11/2011 | Class A Common Stock | 60,000 (2) | (2) | 60,000 (2) | D | ||||
| Stock Option (right to buy) | $ 15.46 (9) | 10/09/2002 | A | 60,000 (2) | (3) | 10/09/2012 | Class A Common Stock | 60,000 (2) | (2) | 60,000 (2) | D | ||||
| Deferred Stock Units | (10) | 04/01/2004 | A | 2,462 (11) | (12) | (12) | Class A Common Stock | 2,462 (11) | $ 16.25 (13) | 2,462 (11) | D | ||||
| Deferred Stock Units | (10) | 07/01/2004 | A | 606 (11) | (12) | (12) | Class A Common Stock | 606 (11) | $ 16.48 (13) | 606 (11) | D | ||||
| Deferred Stock Units | (10) | 10/01/2004 | A | 636 (11) | (12) | (12) | Class A Common Stock | 636 (11) | $ 15.7 (13) | 636 (11) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Eddington Roderick I C/O NEWS AMERICA INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | |||
| /s/ Laura O' Leary, Attorney-in-Fact for Roderick I. Eddington | 11/12/2004 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reported in Australian dollars. On the grant date, the exercise price would have been US$8.90 after giving effect to the one for two exchange ratio. |
| (2) | Received in exchange for options held over The News Corporation Limited's ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares") in connection with TNCL's reorganization to the United States (the "Reorganization"). On 11/12/2004, the effective date of the Reorganization, each outstanding option over TNCL Preferred Shares was cancelled and an option over Class A Common Stock for half the number of underlying TNCL Preferred Shares was issued in exchange therefore. |
| (3) | The options provide for vesting as to 25% on each anniversary date after the date of the original grant date. |
| (4) | Reported in Australian dollars. On the grant date, the exercise price would have been US$7.06 after giving effect to the one for two exchange ratio. |
| (5) | Reported in Australian dollars. On the grant date, the exercise price would have been US$10.12 after giving effect to the one for two exchange ratio. |
| (6) | Reported in Australian dollars. On the grant date, the exercise price would have been US$13.57 after giving effect to the one for two exchange ratio. |
| (7) | Reported in Australian dollars. On the grant date, the exercise price would have been US$18.55 after giving effect to the one for two exchange ratio. |
| (8) | Reported in Australian dollars. On the grant date, the exercise price would have been US$11.22 after giving effect to the one for two exchange ratio. |
| (9) | Reported in Australian dollars. On the grant date, the exercise price would have been US$8.45 after giving effect to the one for two exchange ratio. |
| (10) | Each deferred stock unit represents the equivalent of one share of Class A Common Stock. |
| (11) | Received in exchange for deferred stock units of TNCL Preferred Shares in connection with the Reorganization. On 11/12/2004, the effective date of the Reorganization, each deferred stock unit of TNCL Preferred Shares was cancelled and deferred stock units of Class A Common Stock for half the number of deferred stock units of TNCL Preferred Shares were issued in exchange therefore. |
| (12) | The deferred stock units become payable in cash upon the fifth anniversary of the grant date. |
| (13) | Represents the price of the deferred stock units after giving effect to the one for two exchange ratio. |