SEC Form 4 · accession 0000950157-17-001227
Graham Holdings Co · GHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J O'Shaughnessy
Officer — President and CEO · Director
Period of report
Jul 24, 2017
Accepted (ET)
Aug 21, 2017 · 5:39 pm EDT
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 | — | — | — | 8,892 | D | ||
| Class B Common Stock | holding | — | — | — | 2,782 | I | Spouse | |
| Class B Common StockF1 | holding | — | — | — | 900 | I | Trust for Spouse | |
| Class B Common StockF2 | holding | — | — | — | 3,800 | I | Trust for Spouse and Children |
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 StockF4,F3 | — | Jul 24, 2017 | P | 10,188 | A | — | — | Class B Common Stock | — | 20,055 | I |
Explanation of responses
- F1The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.
- F2The 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.
- 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.
- F4On July 24, 2017, a trust for the benefit of the reporting person's wife privately purchased Class A Common Stock from Donald Graham for the equivalent value of Cable One, Inc. Common Stock, with fractional shares of Class A Common Stock being settled in cash. The value of Class A Common Stock for the purpose of this transaction was 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 was based on the mean of the high and the low price of Cable One, Inc. Common Stock on July 24, 2017. The reporting person disclaims beneficial ownership of the reported securities.