8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

September 28, 2012

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

NEWS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-32352	26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NO.)	(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to the Rights of Security Holders.

In advance of the annual meeting of stockholders of News Corporation (the “Company”), on September 28, 2012, the Audit Committee of the Company’s Board of Directors reduced the previously-announced suspension of voting rights of shares of Class B Common Stock, par value $0.01 per share, held by stockholders who are not U.S. citizens from 50% to 40%.

A copy of the Company’s Notice to Holders of News Corporation Class B Common Stock issued by the Company is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
4.1	Notice to Holders of News Corporation Class B Common Stock, dated September 28, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEWS CORPORATION (REGISTRANT)
By:	/s/ Janet Nova
	Janet Nova
	Senior Vice President and Deputy General Counsel

Dated: September 28, 2012

Exhibit Index

Exhibit No.	Description
4.1	Notice to Holders of News Corporation Class B Common Stock, dated September 28, 2012.

EX-4.1

Exhibit 4.1

ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS:

PLEASE FACILITATE THE TRANSMISSION OF THIS NOTICE

TO ALL BENEFICIAL OWNERS

NOTICE TO THE HOLDERS OF

NEWS CORPORATION

CLASS B COMMON STOCK (CUSIP 65248E203)

September 28, 2012

Dear Stockholder:

In advance of the annual meeting of stockholders (the “Annual Meeting”) of News Corporation (the “Company”), the Audit Committee of the Company’s Board of Directors (the “Committee”) has reduced the previously-announced suspension of voting rights of shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), held by stockholders who are not U.S. citizens (“Non-U.S. Stockholders”) from 50% to 40%.

Based on its assessment of the information currently reasonably available to the Company, the Committee determined that approximately 32% of the Class B Common Stock is owned by Non-U.S. Stockholders; and the combined ownership of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and Class B Common Stock by Non-U.S. Stockholders has increased by more than 1% but remains less than 25% of the combined outstanding shares of Class A Common Stock and Class B Common Stock.

Pursuant to a previously-announced agreement with the Company not to vote or provide voting instructions with respect to a portion of the shares of Class B Common Stock they own during the period of the voting rights suspension, the aggregate percentage vote of the Murdoch Family Trust and K. Rupert Murdoch will remain at 39.7% of the outstanding shares of Class B Common Stock not subject to the suspension of voting rights.

Accordingly, as of September 26, 2012, the voting record date for the Company’s Annual Meeting to be held on October 16, 2012, there were 696,122,621 shares of Class B Common Stock outstanding and entitled to vote at the Annual Meeting.

Questions

If you have any questions, please contact the Company’s Transfer Agent at:

Computershare Investor Services LLC

For callers within the U.S. – 877 277 9781

For callers outside the U.S. – +1 781 575 2879

Or the Company’s Australian Share Registrar at:

Computershare Investor Services Pty Ltd

For callers within Australia – 1300 556 239

For callers outside Australia – +61 3 9415 4167

1211 AVENUE OF THE AMERICAS — NEW YORK, NEW YORK 10036 — newscorp.com