0001418812-18-000029.txt : 20180403
0001418812-18-000029.hdr.sgml : 20180403
20180403190525
ACCESSION NUMBER: 0001418812-18-000029
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180402
FILED AS OF DATE: 20180403
DATE AS OF CHANGE: 20180403
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P.
CENTRAL INDEX KEY: 0001464912
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735319
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: UBBEN JEFFREY W
CENTRAL INDEX KEY: 0001159187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735323
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, LLC
CENTRAL INDEX KEY: 0001351073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735316
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, L.P.
CENTRAL INDEX KEY: 0001351069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735317
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings, L.P.
CENTRAL INDEX KEY: 0001418814
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735320
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VA Partners I, LLC
CENTRAL INDEX KEY: 0001418812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735318
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Volpe Velox, L.P.
CENTRAL INDEX KEY: 0001641859
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735322
BUSINESS ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Volpe Velox, LLC
CENTRAL INDEX KEY: 0001644650
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735321
BUSINESS ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC
CENTRAL INDEX KEY: 0001418813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32352
FILM NUMBER: 18735315
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TWENTY-FIRST CENTURY FOX, INC.
CENTRAL INDEX KEY: 0001308161
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 260075658
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 1211 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-852-7000
MAIL ADDRESS:
STREET 1: 1211 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: NEWS CORP
DATE OF NAME CHANGE: 20041110
FORMER COMPANY:
FORMER CONFORMED NAME: NEWS CORPORATION, INC.
DATE OF NAME CHANGE: 20041108
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2018-04-02
0
0001308161
TWENTY-FIRST CENTURY FOX, INC.
FOX
0001159187
UBBEN JEFFREY W
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001641859
Volpe Velox, L.P.
1 LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001644650
Volpe Velox, LLC
1 LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418814
ValueAct Holdings, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001464912
ValueAct Capital Master Fund, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418812
VA Partners I, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351069
ValueAct Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351073
ValueAct Capital Management, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418813
ValueAct Holdings GP, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
Class B Common Stock
53326334
I
See Footnotes
Deferred Stock Units
2018-04-02
4
A
0
1349
36.13
A
Class A Common Stock
1349
17251
D
Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The securities reported herein are directly beneficially owned by Volpe Velox, L.P. and may be deemed to be indirectly beneficially owned by (i) Volpe Velox, LLC as General Partner of Volpe Velox, L.P., and (ii) Jeffrey W. Ubben as the Managing Member of Volpe Velox, LLC.
ValueAct Capital Master Fund, L.P. is the sole limited partner of Volpe Velox, L.P. To the extent that ValueAct Capital Master Fund, L.P. is deemed to be a beneficial owner of securities of the Issuer held by Volpe Velox, L.P., such interests may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Jeffrey W. Ubben is a member of the management board of ValueAct Holdings GP, LLC.
Each deferred stock unit represents the equivalent of one share of Twenty-First Century Fox, Inc.'s Class A Common Stock.
The deferred stock units become payable in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
Represents the aggregate number of deferred stock units held by the Reporting Person, including deferred stock units accrued as a result of dividend equivalents that vest on the same terms as the respective underlying deferred stock units. The reported deferred stock units become payable on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director.
Under an agreement with the ValueAct Capital entities listed in Footnote 3, Jeffrey W. Ubben is deemed to hold the deferred stock units for the benefit of the investors of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
- The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.
- Jeffrey W. Ubben, Managing Member of Volpe Velox, LLC and a member of the management board of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.
/s/ Jeffrey W. Ubben
2018-04-03
VOLPE VELOX, L.P. By: VOLPE VELOX, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VOLPE VELOX, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VALUEACT HOLDINGS, L.P. By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VALUEACT CAPITAL MASTER FUND, L.P. By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VALUEACT CAPITAL MANAGEMENT, L.P. By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03
VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2018-04-03