UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

 

News Corporation

------------------------------------------

(Name of Issuer)

 

Class B Common Stock

-------------------------------------

(Title of Class of Securities)

 

65248E203

---------

(CUSIP Number)

 

 

October 4, 2008

------------------

(Date of Event which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on his 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).

 

 

SCHEDULE 13G

 

CUSIP No. 65248E203

 

 

 

 

1

NAMES OF REPORTING PERSONS

HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                                  


(a)  o
(b)  o

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Kingdom of Saudi Arabia

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER
56,237,915

6

SHARED VOTING POWER
-0-

7

SOLE DISPOSITIVE POWER
56,237,915

8

SHARED DISPOSITIVE POWER
-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

56,237,915

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7%

 

12

TYPE OF REPORTING PERSON*

IN

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

CUSIP No. 65248E203

 

 

 



EXPLANATORY NOTE

 

HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud (“HRH”) has previously disclosed the beneficial ownership reported herein of the Issuer’s Class B common stock (the “Class B Shares”) on Schedule 13D filed with the Securities and Exchange Commission on September 7, 2005, as amended by Amendment No. 1 filed on April 30, 2007 (the “Schedule 13D Filings”). HRH, who holds the Class B Shares for investment purposes, is filing this Schedule 13G pursuant to Rule 13d-1(c) promulgated under the Securities Exchange Act of 1934.

 

Item 1

Name and Address of Issuer:

 

 

(a)

Name of Issuer:

 

 

News Corporation (The “Issuer”)

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

 

1211 Avenue of the Americas

 

New York, New York 10036

 

Item 2:

Name, Address and Citizenship of the Person Filing:

 

 

(a)

Name of Person Filing:

 

This statement is being filed by HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud, an individual.

 

The Class B Shares are owned by Kingdom 5-KR-62, Ltd. (“KR-62”), a Cayman Islands company, Kingdom 5-KR-63, Ltd. (“KR-63”), a Cayman Islands company, Kingdom 5-KR-127, Ltd. (“KR-127”), a Cayman Islands company, and Kingdom 5-KR-146, Ltd. ("KR-146"), a Cayman Islands company. KR-62 owns 19,057,138 Class B Shares, KR-63 owns 16,996,963 Class B Shares, KR-127 owns 10,060,203 Class B Shares and KR-146 owns 10,123,611 Class B Shares.

 

KR-62, KR-63 , KR-127 and KR-146 are wholly-owned subsidiaries of Kingdom 5-KR-11, Ltd., a Cayman Islands company (“KR-11”), which is wholly-owned by Kingdom Holding Company, a company organized in the Kingdom of Saudi Arabia (“KHC”).





CUSIP No. 65248E203

 

 

 

HRH, as the majority shareholder of KHC, has the power to elect a majority of the directors of KHC and, through this power, has the power to appoint a majority of the directors of KR-11, and in turn KR-11, as sole shareholder of KR-62, KR-63, KR-127 and KR-146 has the power to appoint a majority of the directors of KR-62, KR-63, KR-127 and KR-146. HRH is the sole director of KR-62, KR-63, KR-127 and KR-146. Accordingly, for purposes of Regulation 13D-G under the Securities Exchange Act of 1934, HRH can indirectly control the disposition and voting of the Class B Shares held by KR-62, KR-63, KR-127 and KR-146.

 

 

(b)

Address of Principal Business Office or, If None, Residence:

 

HRH’s business address is c/o Kingdom Holding Company, Kingdom Centre, Floor 66, P.O. Box 2, Riyadh, 11321, Kingdom of Saudi Arabia.

 

 

(c)

Citizenship:

 

HRH is a citizen of the Kingdom of Saudi Arabia.

 

 

(d)

Title of Class of Securities:

 

This filing relates to the shares of Class B Common Stock of the Issuer.

 

 

(e)

CUSIP Number:

 

 

65248E203.

 

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:

 

Not applicable.




CUSIP No. 65248E203

 

 

 

Item 4:

Ownership:

 

As of October 4, 2008, and as previously disclosed in the Schedule 13D Filings, HRH beneficially owns in the aggregate the following:

 

 

(a)

Amount Beneficially Owned:

 

 

56,237,915

 

 

(b)

Percent of class:

 

 

7% 1/

 

 

(c)

Number of shares to which such person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

 

56,237,915

 

 

(ii)

Shared power to vote or to direct the vote:

 

 

None

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

 

56,237,915

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

 

None

 

Item 5:

Ownership of Five Percent or Less of Class:

 

 

Not applicable.

 

Item 6:

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

_________________________

1 Based on 798,520,953 Class B Shares outstanding as of August 8, 2008, as disclosed on the Issuer’s Form 10-K for the fiscal year ended June 30, 2008.

 




CUSIP No. 65248E203

 

 

 

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, I certify that, to the best of my 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.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G is true, complete and correct.

 

 

Date: October 4, 2008 /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud

 

HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud