Edgar Filing: Intermix Media, 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
Intermix Media, Inc. [MIX]

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)
09/30/2005

(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, par value $.001 per share	09/30/2005	09/30/2005	P		200	A	$ 0 ⁽¹⁾	200	I	Owned by Fox Interactive Media, Inc. through Intermix Holdings LLC

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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
Fox Interactive Media, Inc. 10201 W. PICO BOULEVARD LOS ANGELES, CA 90035		X

Signatures

News Corporation /s/ Lawrence A. Jacobs Name: Lawrence A. Jacobs Title: Senior Executive Vice President and Group General Counsel		10/04/2005
^**Signature of Reporting Person		Date
Fox Interactive Media, Inc. /s/ Michael Angus Name: Michael Angus Title: Executive Vice President and General Counsel		10/04/2005
^**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)	See Remarks.
Remarks: On September 30, 2005, pursuant to an Agreement and Plan of Merger, dated July 18, 2005, by and among Intermix Media, Inc. ("Intermix"), Fox Interactive Media, Inc. Project Ivory Acquisition Corporation ("Merger Sub") and News Corporation, Merger Sub merged with and into Intermix, with Intermix as the surviving corporation (the "Merger"), and the existing capital stock of Intermix was exchanged into the right to receive the following merger consideration: (i) shares of common stock, par value $.001 per share, of Intermix were converted into the right to receive $12.00 per share, (ii) shares of Series B Convertible Preferred Stock, $.10 par value per share, of Intermix were converted into the right to receive $14.60 per share, (iii) shares of Series C Convertible Preferred Stock, $.10 par value per share, of Intermix were converted into the right to receive $13.50 per share and (iv) shares Series C-1 Convertible Preferred Stock, $.10 par value per share, of Intermix were converted into the right to receive $14.00 per share. As a result of the Merger, the outstanding common stock of Merger Sub was converted into common stock of Intermix and Intermix Holdings LLC, a wholly owned subsidiary of Fox Interactive Media, Inc., became the sole shareholder of Intermix.

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