Sec Form 13G Filing - CRUDEN FINANCIAL SERVICES LLC filing for NEWS CORP (NWS) - 2022-02-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and

Amendments Thereto Filed Pursuant to Rule 13d-2

(Amendment No. 2)*

News Corporation

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

65249B 208

(CUSIP Number)

December 31, 2021

(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)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

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 (the “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. 65249B 208

CUSIP No. 65249B 208

CUSIP No. 65249B 208

Explanatory Note

This Amendment No. 2 amends and restates in its entirety the Schedule 13G filed on July 8, 2013, as amended on February 13, 2015, relating to shares of Class B common stock, par value $.01 per share, of News Corporation.

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Cruden Financial Services LLC

Murdoch Family Trust

K. Rupert Murdoch

Cruden Financial Services LLC

c/o McDonald Carano Wilson LLP

100 W. Liberty Street

10th Floor

Reno, NV

89501

Murdoch Family Trust

c/o McDonald Carano Wilson LLP

100 W. Liberty Street

10th Floor

Reno, NV

89501

K. Rupert Murdoch

c/o News Corporation

1211 Avenue of the Americas

New York, New York 10036

Cruden Financial Services LLC is formed under the laws of Delaware.

Murdoch Family Trust is governed by the laws of Nevada.

Mr. Murdoch is a United States citizen.

News Corporation Class B Common Stock (“Shares”).

65249B 208

Not applicable.

A. Cruden Financial Services LLC

(a) Amount beneficially owned: 76,655,870

(b) Percent of class: 38.6% - see below

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 76,655,870*

(ii) Shared power to vote or direct the vote: -0-

(iii) Sole power to dispose or direct the disposition: 76,655,870*

(iv) Shared power to dispose or direct the disposition: -0-

B. Murdoch Family Trust

(a) Amount beneficially owned: 76,655,870

(b) Percent of class: 38.6% - see below

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 76,655,870*

(ii) Shared power to vote or direct the vote: -0-

(iii) Sole power to dispose or direct the disposition: 76,655,870*

(iv) Shared power to dispose or direct the disposition: -0-

C. K. Rupert Murdoch

(a) Amount beneficially owned: 77,665,316

(b) Percent of class: 39.1% - see below

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 1,009,446

(ii) Shared power to vote or direct the vote: 76,655,870*

(iii) Sole power to dispose or direct the disposition: 1,009,446

(iv) Shared power to dispose or direct the disposition: 76,655,870*

As of December 31, 2021, Cruden Financial Services was the beneficial owner of 76,655,870 Shares, constituting approximately 38.6% of the total number of outstanding Shares at such date. All of the 76,655,870 Shares beneficially owned by Cruden Financial Services are also beneficially owned by the Murdoch Family Trust. Cruden Financial Services has the power to vote and to dispose or direct the vote and disposition of the Shares owned by the Murdoch Family Trust. Cruden Financial Services, the sole trustee of the Murdoch Family Trust, is a Delaware limited liability company with six directors.

As of December 31, 2021, the Murdoch Family Trust was the beneficial owner of 76,655,870 Shares, constituting approximately 38.6% of the total number of outstanding Shares at such date. The Murdoch Family Trust is a trust governed by Nevada law whose trustee is Cruden Financial Services. Cruden Financial Services, as sole trustee, has the power to vote and to dispose or direct the vote and disposition of the Shares owned by the Murdoch Family Trust.

As of December 31, 2021, K. Rupert Murdoch was the beneficial owner of 77,665,316 Shares, constituting approximately 39.1% of the total number of outstanding Shares at such date. Of the 77,665,316 Shares beneficially owned by K. Rupert Murdoch, 76,655,870 of such Shares are directly owned by the Murdoch Family Trust. Cruden Financial Services has the power to vote and to dispose or direct the vote and disposition of the Shares owned by the Murdoch Family Trust. As a result of Mr. Murdoch’s ability to appoint certain members of the board of directors of Cruden Financial Services, the corporate trustee of the Murdoch Family Trust, Mr. Murdoch may be deemed the beneficial owner of the Shares beneficially owned by the Murdoch Family Trust. Mr. Murdoch, however, disclaims any beneficial ownership of such Shares.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule 13G is true, complete and correct.

Date: February 7, 2022