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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) | $ 18.7 (3) | 09/07/1998 | A | 200,000 (4) | (5) | 09/07/2008 | Class A Common Stock | 200,000 (4) | (4) | 200,000 (4) | D | ||||
| Stock Option (right to buy) | $ 20.92 (6) | 09/06/1999 | A | 150,000 (4) | (5) | 09/06/2009 | Class A Common Stock | 150,000 (4) | (4) | 150,000 (4) | D | ||||
| Stock Option (right to buy) | $ 22 (7) | 11/15/1999 | A | 500,000 (4) | (5) | 11/15/2009 | Class A Common Stock | 500,000 (4) | (4) | 500,000 (4) | D | ||||
| Stock Option (right to buy) | $ 35.5 (8) | 05/01/2000 | A | 500,000 (4) | (5) | 05/01/2010 | Class A Common Stock | 500,000 (4) | (4) | 500,000 (4) | D | ||||
| Stock Option (right to buy) | $ 36.3 (9) | 08/01/2000 | A | 120,000 (4) | (5) | 08/01/2010 | Class A Common Stock | 120,000 (4) | (4) | 120,000 (4) | D | ||||
| Stock Option (right to buy) | $ 28.06 (10) | 08/03/2001 | A | 130,000 (4) | (5) | 08/03/2011 | Class A Common Stock | 130,000 (4) | (4) | 130,000 (4) | D | ||||
| Stock Option (right to buy) | $ 16.04 (11) | 08/13/2002 | A | 240,000 (4) | (5) | 08/13/2012 | Class A Common Stock | 240,000 (4) | (4) | 240,000 (4) | D | ||||
| Stock Appreciation Right | $ 19.78 (12) | 08/11/2003 | A | 250,000 (13) | (14) | 08/11/2013 | Class A Common Stock | 240,000 (13) | (4) | 250,000 (13) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SISKIND ARTHUR M C/O NEWS AMERICA INCORPORATED 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | Sr. EVP & Group Gen. Counsel | ||
| /s/ Laura O'Leary, Attorney-in-Fact for Arthur M. Siskind | 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) | Received in exchange for 50,132 shares of The News Corporation Limited ("TNCL") Preferred Limited Voting Ordinary Shares ("Preferred Shares") in connection with the reorganization of TNCL to the United States (the "Reorganization"). |
| (2) | Received in exchange for 21,868 shares of TNCL Ordinary Shares in connection with the Reorganization. |
| (3) | Reported in Australian dollars. On the grant date, the exercise price would have been US$11.07 after giving effect to the one for two exchange ratio. |
| (4) | Received in exchange for options held over TNCL Preferred Shares in connection with 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. |
| (5) | The options provide for vesting as to 25% on each anniversary date after the date of the original grant date. |
| (6) | Reported in Australian dollars. On the grant date, the exercise price would have been US$13.47 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$14.23 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$20.62 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$21.08 after giving effect to the one for two exchange ratio. |
| (10) | Reported in Australian dollars. On the grant date, the exercise price would have been US$15.15 after giving effect to the one for two exchange ratio. |
| (11) | Reported in Australian dollars. On the grant date, the exercise price would have been US$8.66 after giving effect to the one for two exchange ratio. |
| (12) | Reported in Australian dollars. On the grant date, the exercise price would have been US$12.94 after giving effect to the one for two exchange ratio. |
| (13) | On 11/12/2004, the effective date of the Reorganization, each outstanding stock appreciation right for TNCL Preferred Shares was cancelled and a stock appreciation right for Class A Common Stock for half the number of the shares were issued in exchange therefore. |
| (14) | The stock appreciation right provide for vesting as to 25% on each anniversary date after the date of the original grant. |