SEC Form 4 · accession 0001140361-15-026340
Cable One, Inc. · CABO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Graham
Director · 10% Owner
Period of report
Jun 29, 2015
Accepted (ET)
Jul 1, 2015 · 8:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001632127
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 29, 2015 | J | 5,842,313 | $0.00 | A | 5,843,313 | I | By Graham Holdings Company |
| Common StockF4 | Jul 1, 2015 | J | 5,843,313 | $0.00 | D | 0 | I | By Graham Holdings Company |
| Common Stock | Jul 1, 2015 | J | 230,048 | $0.00 | A | 230,048 | D | |
| Common Stock | Jul 1, 2015 | J | 91,354 | $0.00 | A | 91,354 | I | Grantor Retained Annuity Trust |
| Common Stock | Jul 1, 2015 | J | 3,087 | $0.00 | A | 3,087 | I | Revocable Trust |
| Common StockF5 | Jul 1, 2015 | J | 255,193 | $0.00 | A | 255,193 | I | Trusts for Siblings |
| Common StockF5 | Jul 1, 2015 | J | 38,172 | $0.00 | A | 38,172 | I | Trusts for Children |
| Common StockF5 | Jul 1, 2015 | J | 2,844 | $0.00 | A | 2,844 | I | Trusts for Children of Siblings |
| Common StockF5 | Jul 1, 2015 | J | 5,000 | $0.00 | A | 5,000 | I | Trust for Third Party |
| Common Stock | Jul 1, 2015 | J | 388,225 | $0.00 | A | 388,225 | I | Beneficiary of Trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 29, 2015, Cable One, Inc. ("Cable ONE"), a Delaware corporation, distributed to Graham Holdings Company ("Graham"), its sole stockholder, 5,842,313 newly issued shares of common stock, par value $0.01 per share, of Cable ONE (the "Cable ONE Common Stock") in the form of a dividend.
- F2By virtue of his roles as Chairman of the Board and Chief Executive Officer of Graham, the reporting person is deemed to have acquired indirect beneficial ownership of the newly issued shares of Cable ONE Common Stock when they were distributed by Cable ONE to Graham. At such time and by virtue of such roles and beneficial ownership, the reporting person was also deemed to have indirect beneficial ownership of the 1,000 shares of Cable ONE Common Stock owned by Graham prior to this distribution.
- F3On July 1, 2015, Graham disposed of all 5,843,313 shares of Cable ONE Common Stock issued and outstanding by distributing, as a pro rata dividend to Graham's stockholders (the "Distribution"), one share of Cable ONE Common Stock for every one share of Graham Class A common stock, par value $1.00 per share, and Class B common stock, par value $1.00 per share (collectively, "Graham Common Stock"), held by each holder of record as of 5:00 p.m. New York City time on June 15, 2015 (the "Record Date"), to effect the legal and structural separation of Cable ONE from Graham. As a result of the Distribution, the reporting person and his family trusts included on this Form 4 received, in their capacities as holders of Graham Common Stock as of the Record Date, one share of Cable ONE stock for every one share of Graham Common Stock directly held by them as of the Record Date.
- F4The reporting person is deemed to have participated in the Distribution as an indirect beneficial owner of the distributed Cable ONE Common Stock.
- F5The 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.