SEC Form 4 · accession 0000950157-18-000146
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
Dec 20, 2017
Accepted (ET)
Jan 26, 2018 · 4:35 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 StockF1 | Dec 20, 2017 | G | 1,800 | $0.00 | D | 3,800 | I | Trusts for Children |
| 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 | — | — | — | 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 | — | Jan 12, 2018 | G | 5,400 | D | — | — | Class B Common Stock | — | 138,741 | I |
| Class A Common StockF3 | — | holding | — | — | — | — | — | Class B Common Stock | — | 206,233 | D |
| Class A Common StockF3 | — | holding | — | — | — | — | — | Class B Common Stock | — | 208,555 | 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.
- F4The reporting person was a trustee of the Laura Graham Trust u/a/d 11/29/89 and the Mary Louise Graham Trust u/a/d 11/29/89 (together, the "Trusts"). As of December 20, 2017, the Trusts distributed their 1,800 shares of Class B Common Stock of the Issuer to the reporting person's children, the Trusts' respective beneficiaries.
- F5As of January 12, 2018, the Trusts distributed their 5,400 shares of Class A Common Stock of the Issuer to the reporting person's children, the Trusts' respective beneficiaries.