SEC Form 4 · accession 0001140361-15-009012

Graham Holdings Co · GHC

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

Reporting owner

Donald Graham

Officer — CEO and COB · Director · 10% Owner

Period of report

Feb 23, 2015

Accepted (ET)

Feb 25, 2015 · 9:35 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 Stock^F4,F1	Feb 23, 2015	S	1,623	$985.50	D	143,193	I	Trusts for Siblings
Class B Common Stock^F1	Feb 24, 2015	S	500	$987.67	D	142,693	I	Trusts for Siblings
Class B Common Stock^F5,F1	Feb 24, 2015	S	14,750	$990.06	D	127,943	I	Trusts for Siblings
Class B Common Stock^F6,F1	Feb 24, 2015	S	950	$991.60	D	126,993	I	Trusts for Siblings
Class B Common Stock^F7,F1	Feb 24, 2015	S	300	$993.54	D	126,693	I	Trusts for Siblings
Stock B Common Stock^F8,F1	Feb 24, 2015	S	500	$995.25	D	126,193	I	Trusts for Siblings
Class B Common Stock^F9,F1	Feb 25, 2015	S	42	$980.20	D	126,151	I	Trusts for Siblings
Class B Common Stock^F10,F1	Feb 25, 2015	S	23,615	$990.02	D	102,536	I	Trusts for Siblings
Class B Common Stock^F11,F1	Feb 25, 2015	S	323	$991.64	D	102,213	I	Trusts for Siblings
Class B Common Stock^F12,F1	Feb 25, 2015	S	420	$992.65	D	101,793	I	Trusts for Siblings
Class B Common Stock^F13,F1	Feb 25, 2015	S	1,298	$993.32	D	100,495	I	Trusts for Siblings
Class B Common Stock^F14,F1	Feb 25, 2015	S	302	$994.41	D	100,193	I	Trusts for Siblings
Class B Common Stock	holding	—	—		—	3,087	I	Revocable Trust
Class B Common Stock^F2,F1	holding	—	—		—	9,200	I	Trusts for Children
Class B Common Stock^F1	holding	—	—		—	9,564	I	Trusts for Children of Siblings
Class B Common Stock^F1	holding	—	—		—	5,000	I	Trust for Third Party

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 Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	230,048	D
Class A Common Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	91,354	I
Class A Common Stock^F1,F3	—	holding	—	—	—	—	—	Class B Common Stock	—	28,972	I
Class A Common Stock^F1,F3	—	holding	—	—	—	—	—	Class B Common Stock	—	219,377	I
Class A Common Stock^F3	—	holding	—	—	—	—	—	Class B Common Stock	—	388,225	I
Class A Common Stock^F1,F3	—	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.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $990.00 to $990.30, inclusive.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $991.00 to $991.98, inclusive.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $992.02 to $992.99, inclusive.
F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $993.075 to $993.89, inclusive.
F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $994.12 to $994.62, inclusive.
F2The amount of securities owned by the trusts for children was inadvertently understated by 3,800 shares in Form 4s filed after December 28, 2012. The amount shown here is the corrected amount.
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $985.00 to $985.79, inclusive. The reporting person undertakes to provide to Graham Holdings Company, any security holder of Graham Holdings Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the ranges set forth in footnotes (4) to (14), inclusive to this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $990.00 to $990.90, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $991.21 to $992.20, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $993.52 to $993.57, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $995.02 to $996.00, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $980.00 to $982.36, inclusive.