SEC Form 4 · accession 0001140361-15-023570

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

Jun 4, 2015

Accepted (ET)

Jun 8, 2015 · 9:27 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^F3,F1	Jun 4, 2015	S	2,084	$1,070.07	D	63,706	I	Trusts for Siblings
Class B Common Stock^F4,F1	Jun 4, 2015	S	1,609	$1,071.75	D	62,097	I	Trusts for Siblings
Class B Common Stock^F5,F1	Jun 4, 2015	S	348	$1,072.30	D	61,750	I	Trusts for Siblings
Class B Common Stock^F6,F1	Jun 4, 2015	S	162	$1,073.34	D	61,588	I	Trusts for Siblings
Class B Common Stock^F7,F1	Jun 5, 2015	S	733	$1,070.27	D	60,855	I	Trusts for Siblings
Class B Common Stock^F8,F1	Jun 5, 2015	S	808	$1,071.86	D	60,047	I	Trusts for Siblings
Class B Common Stock^F9,F1	Jun 8, 2015	S	3,361	$1,070.26	D	56,686	I	Trusts for Siblings
Class B Common Stock^F10,F1	Jun 8, 2015	S	189	$1,071.22	D	56,497	I	Trusts for Siblings
Class B Common Stock^F4,F1	Jun 8, 2015	S	81	$1,072.07	D	56,416	I	Trusts for Siblings
Class B Common Stock^F11,F1	Jun 4, 2015	S	494	$1,070.07	D	5,096	I	Trusts for Children of Siblings
Class B Common Stock^F4,F1	Jun 4, 2015	S	381	$1,071.75	D	4,715	I	Trusts for Children of Siblings
Class B Common Stock^F5,F1	Jun 4, 2015	S	82	$1,072.30	D	4,632	I	Trusts for Children of Siblings
Class B Common Stock^F6,F1	Jun 4, 2015	S	38	$1,073.34	D	4,594	I	Trusts for Children of Siblings
Class B Common Stock^F7,F1	Jun 5, 2015	S	174	$1,070.27	D	4,420	I	Trusts for Children of Siblings
Class B Common Stock^F8,F1	Jun 5, 2015	S	192	$1,071.86	D	4,228	I	Trusts for Children of Siblings
Class B Common Stock^F9,F1	Jun 8, 2015	S	798	$1,070.26	D	3,430	I	Trusts for Children of Siblings
Class B Common Stock^F10,F1	Jun 8, 2015	S	45	$1,071.22	D	3,385	I	Trusts for Children of Siblings
Class B Common Stock^F1	Jun 8, 2015	S	19	$1,072.07	D	3,366	I	Trusts for Children of Siblings
Class B Common Stock	holding	—	—		—	3,087	I	Revocable Trust
Class B Common Stock^F1	holding	—	—		—	9,200	I	Trusts for Children
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^F2	—	holding	—	—	—	—	—	Class B Common Stock	—	230,048	D
Class A Common Stock^F2	—	holding	—	—	—	—	—	Class B Common Stock	—	91,354	I
Class A Common Stock^F1,F2	—	holding	—	—	—	—	—	Class B Common Stock	—	28,972	I
Class A Common Stock^F1,F2	—	holding	—	—	—	—	—	Class B Common Stock	—	208,555	I
Class A Common Stock^F2	—	holding	—	—	—	—	—	Class B Common Stock	—	388,225	I
Class A Common Stock^F1,F2	—	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 $1,071.00 to $1,071.51, inclusive.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.70, inclusive.
F2Shares 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.70, 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 (3) to (11), inclusive to this Form 4. For purposes of calculating the number of shares sold at a specific weighted average price on each day by each trust, the ratio of the number of shares in such trust sold on such date over the total number of shares sold was applied to the total shares sold at the applicable price ranges, yielding the fractional amounts appearing in columns 4 and 5. For the avoidance of doubt, column 5 sets forth the number of whole shares held in each trust as of the last sale taking place on a given day.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.11 to $1,072.10, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,072.11 to $1,072.59, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,073.18 to $1,073.50, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.50, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.84 to $1,072.00, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.96, inclusive.