0000902664-24-002612.txt : 20240326 0000902664-24-002612.hdr.sgml : 20240326 20240326162131 ACCESSION NUMBER: 0000902664-24-002612 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240326 DATE AS OF CHANGE: 20240326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fox Corp CENTRAL INDEX KEY: 0001754301 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90960 FILM NUMBER: 24783837 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: FOX Corp DATE OF NAME CHANGE: 20181206 FORMER COMPANY: FORMER CONFORMED NAME: NEW FOX, INC. DATE OF NAME CHANGE: 20180926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Point72 Asset Management, L.P. CENTRAL INDEX KEY: 0001603466 ORGANIZATION NAME: IRS NUMBER: 465064661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-890-2000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 p24-1300sc13g.htm FOX CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Fox Corporation

(Name of Issuer)
 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

35137L105

(CUSIP Number)
 

March 25, 2024

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

 

CUSIP No. 35137L10513GPage 2 of 7 Pages.

 

1

NAME OF REPORTING PERSON

 

Point72 Asset Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 35137L10513GPage 3 of 7 Pages.

 

 

1

NAME OF REPORTING PERSON

 

Point72 Capital Advisors, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 35137L10513GPage 4 of 7 Pages.

 

 

1

NAME OF REPORTING PERSON

 

Steven A. Cohen

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,046,118 (including 2,370,000 shares of Class A Common Stock issuable upon exercise of options)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 35137L10513GPage 5 of 7 Pages.

 

 

Item 1(a). Name of Issuer.
  Fox Corporation (the “Issuer”).

 

Item 1(b). Address of Issuer's Principal Executive Offices.
  1211 Avenue of the Americas, New York, NY 10036.

 

Item 2(a). Name of Person Filing.
 

This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Issuer held by (and underlying options held by) Point72 Associates, LLC, an investment fund it manages (“Point72 Associates”); (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Class A Common Stock held by (and underlying options held by) Point72 Associates; and (iii) Steven A. Cohen (“Mr. Cohen”) with respect to Class A Common Stock beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.

 

  Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

Item 2(b). Address of Principal Business Office.
  The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.

 

Item 2(c). Place of Organization.
  Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation.  Mr. Cohen is a United States citizen.

 

Item 2(d). Title of Class of Securities.
  Class A Common Stock, par value $0.01 per share

 

Item 2(e). CUSIP Number.
  35137L105

 

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:
  Not applicable.

 

Item 4. Ownership.
  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  Such information is as of the close of business on March 25, 2024.
   

 

CUSIP No. 35137L10513GPage 6 of 7 Pages.

 

  Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc.   The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Common Stock reported herein.

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
  Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Class A Common Stock.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  Not applicable.

 

Item 8. Identification and Classification of Members of the Group.
  Not applicable.

 

Item 9. Notice of Dissolution of Group.
  Not applicable.

 

Item 10. Certification.
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above 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.

 

 

CUSIP No. 35137L10513GPage 7 of 7 Pages.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  March 26, 2024  
  POINT72 ASSET MANAGEMENT, L.P.
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   
   
  POINT72 CAPITAL ADVISORS, INC.
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   
   
  STEVEN A. COHEN
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   

 

  

EX-99 2 p24-1300exhibit99.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date:  March 26, 2024  
  POINT72 ASSET MANAGEMENT, L.P.
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   
   
  POINT72 CAPITAL ADVISORS, INC.
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person
   
   
  STEVEN A. COHEN
   
  By: /s/ Jason M. Colombo
  Name:  Jason M. Colombo
  Title:    Authorized Person