4//SEC Filing
Arnault Delphine 4
Accession 0000899243-19-008623
CIK 0001308161other
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 7:37 PM ET
Size
9.2 KB
Accession
0000899243-19-008623
Insider Transaction Report
Form 4
TWENTY-FIRST CENTURY FOX, INC.TFCF,TFCFA
Arnault Delphine
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2019-03-19−5,064.43→ 14,178.57 total - Disposition to Issuer
Class A Common Stock
2019-03-20−14,178.57→ 0 total
Footnotes (4)
- [F1]On March 19, 2019, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (the "Merger Agreement") among Twenty-First Century Fox, Inc. (the "Company"), The Walt Disney Company ("Disney"), TWDC Holdco 613 Corp. ("Holdco"), WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc. ("Wax Sub") and the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018 (the "Distribution Merger Agreement"), by and between the Company and 21CF Distribution Merger Sub, Inc. (the "Distribution Merger Sub"), the Company merged with and into the Distribution Merger Sub with the Company as the surviving corporation and resulting in Fox Corporation ("FOX") becoming an independent company (the "Distribution").
- [F2](Continued from Footnote 1) At the effective time of the Distribution, a portion of each share of the Company's Class A Common Stock and Class B Common Stock was exchanged for 1/3 of a share of FOX. In accordance with the terms of the Merger Agreement and the Distribution Merger Agreement, 0.263183 of each share of the Company's Class A Common Stock and Class B Common Stock was exchanged in the Distribution with the remaining portion of such shares being unaffected. Stockholders will receive cash in lieu of any fractional shares of FOX they otherwise would have been entitled to receive in connection with the Distribution.
- [F3]On March 20, 2019, pursuant to the Merger Agreement, Wax Sub merged with and into the Company (the "Wax Merger") with the Company as the surviving corporation, and at the effective time of the Wax Merger, each share of the Company's Class A Common Stock and Class B Common Stock was exchanged for cash or common stock of Holdco (the "Merger Consideration"), determined based on the prior election of the holder and the procedures applicable to automatic proration and adjustment set forth in the Merger Agreement.
- [F4](Continued from Footnote 3) The value of the Merger Consideration (the "Per Share Value") was calculated in accordance with the Merger Agreement and based, in part, on the Per Share Cash Amount (as defined in the Merger Agreement), the volume weighted average trading price of Disney common stock on the New York Stock Exchange over the 15 consecutive trading day period ending on the third trading day prior to the Wax Merger and the final calculation of certain tax liabilities relating to the transaction. The Per Share Value was 51.572626.
Documents
Issuer
TWENTY-FIRST CENTURY FOX, INC.
CIK 0001308161
Entity typeother
Related Parties
1- filerCIK 0001580189
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 7:37 PM ET
- Size
- 9.2 KB