SEC Form 4 · accession 0000950157-16-002511
Graham Holdings Co · GHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Graham
Director · 10% Owner
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000104889
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | holding | — | — | — | 3,087 | I | Revocable Trust | |
| Class B Common StockF1 | holding | — | — | — | 46,638 | I | Trusts for Siblings | |
| Class B Common StockF1 | holding | — | — | — | 7,600 | I | Trust for Children | |
| Class B Common StockF1 | holding | — | — | — | 1,044 | I | Trusts for Children of Siblings | |
| Class B Common StockF1 | holding | — | — | — | 5,000 | I | Trust for Third Party | |
| Class B Common StockF2 | holding | — | — | — | 60 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF3,F4 | — | Nov 21, 2016 | G | 2,397 | A | — | — | Class B Common Stock | — | 246,985 | D |
| Class A Common StockF3,F4 | — | Nov 21, 2016 | G | 17,573 | D | — | — | Class B Common Stock | — | 59,241 | I |
| Class A Common StockF3,F4 | — | Nov 21, 2016 | G | 15,176 | A | — | — | Class B Common Stock | — | 44,148 | I |
| Class A Common StockF3 | — | holding | — | — | — | — | — | Class B Common Stock | — | 208,565 | I |
| Class A Common StockF3 | — | holding | — | — | — | — | — | Class B Common Stock | — | 388,225 | I |
| Class A Common StockF3 | — | holding | — | — | — | — | — | Class B Common Stock | — | 1,800 | I |
Explanation of responses
- F1The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.
- F2The reporting person disclaims beneficial ownership of the reported securities.
- F3Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis and have no expiration date.
- F4Reflects (i) an annuity payment from a grantor retained annuity trust to the reporting person and (ii) the transfers described in footnote 5.
- F5Following the termination of a grantor retained annuity trust, 15,176 of the shares of Class A Common Stock in such trust were transferred to trusts for the benefit of the reporting person's children. The remaining 2,397 shares of Class A Common Stock in such trust were distributed to the reporting person and continue to be reported in this Form 4 as directly owned by the reporting person.