SEC Form 4 · accession 0000950157-17-001140

Graham Holdings Co · GHC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

10% Owner

Period of report

Jul 24, 2017

Accepted (ET)

Jul 26, 2017 · 5:38 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000104889

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class B Common Stock	holding	—	—	—	3,087	I	Revocable Trust
Class B Common Stock^F1	holding	—	—	—	46,638	I	Trusts for Siblings
Class B Common Stock^F1	holding	—	—	—	7,600	I	Trusts for Children
Class B Common Stock^F1	holding	—	—	—	1,044	I	Trusts for Children of Siblings
Class B Common Stock^F1	holding	—	—	—	5,000	I	Trust for Third Party
Class B Common Stock^F2	holding	—	—	—	60	I	By spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class A Common Stock^F4,F3	—	Jul 24, 2017	S	30,564	D	—	—	Class B Common Stock	—	216,421	D
Class A Common Stock^F4,F3	—	Jul 24, 2017	P	30,564	A	—	—	Class B Common Stock	—	74,712	I
Class A Common Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	59,241	I
Class A Common Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	208,565	I
Class A Common Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	388,225	I
Class A Common Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	1,800	I

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.
F4This transaction is a private sale and purchase between the reporting person and the Trusts for Children, in which the reporting person is selling shares of Class A Common Stock to the Trusts for Children for the equivalent value of Cable One, Inc. Common Stock, with fractional shares of Class A Common Stock being settled in cash. The reporting person has indirect beneficial ownership of the Trusts for Children, and as such this is a change in form of beneficial ownership. The value of Class A Common Stock for the purpose of this transaction is based on the mean of the high and the low price of Class B Common Stock on July 24, 2017 and the value of Cable One, Inc. Common Stock is based on the mean of the high and the low price of Cable One, Inc. Common Stock on July 24, 2017.