Edgar Filing: GEMSTAR TV GUIDE INTERNATIONAL INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NEWS CORP

2. Issuer Name and Ticker or Trading Symbol
GEMSTAR TV GUIDE INTERNATIONAL INC [GMST]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1211 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

(Street)

NEW YORK, NY 10036

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/02/2008		D		174,931,474	D	⁽¹⁾	0	I	See Footnote ⁽²⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEWS CORP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
FTS, Inc. 1211 AVENUE OF THE AMERICAS, 21ST FLOOR NEW YORK, NY 10036		X

Signatures

/s/ Lawrence A. Jacobs, Senior EVP- Group General Counsel, News Corporation		05/06/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the Agreement and Plan of Mergers, dated as of December 6, 2007 (the "Merger Agreement"), by and among the issuer, Macrovision Corporation, Saturn Holding Corp, Galaxy Merger Sub, Inc., and Mars Merger Sub Inc in exchange for a cash payment of approximately $637 million, which represents the market value of $6.35 per share for 100,239,620 of the shares on the effective date of the merger and 19,031,484 shares of Macrovision Solutions Corporation ("Macrovision Solutions") common stock, which represents a value of 0.2548 of a share of Macrovision Solutions common stock for 74,691,854 shares of the issuer's common stock, excluding fractional shares. On the date of the merger, each share of Macrovision Solutions common stock had a market value of $16.32 per share.
(2)	The shares of common stock of the issuer that are subject to this Statement had been held as follows (i) Fox Television Stations, Inc. ("FTS") was the record and beneficial owner of the 174,931,474 shares of common stock of the issuer and (ii) News Corporation also was a beneficial owner of such shares by virtue of News Corporation's owning 100% of the shares of FTS.
Remarks: Pursuant to Instruction 4(b)(v), this Form 4 is filed jointly by News Corporation and Fox Television Stations, Inc. (collectively, the "Reporting Persons"). News Corporation has been designated to make the filing on this Form 4.

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