FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Shaughnessy Timothy J 		2. Issuer Name and Ticker or Trading Symbol

Graham Holdings Co [ GHC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O GRAHAM HOLDINGS COMPANY, 1300 NORTH 17TH STREET, SUITE 1700 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2018
(Street)

ARLINGTON, VA 22209
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock   2/22/2018     L (1)    2.845   A $599.5   11744.845   D    
Class B Common Stock   5/15/2018     L (1)    2.871   A $595.4   11747.716   D    
Class B Common Stock   8/8/2018     L (1)    3.062   A $559.55   11750.778   D    
Class B Common Stock   11/17/2018     L (1)    2.806   A $611.94   11753.584   D    
Class B Common Stock   1/2/2019     A (5)    600   A   (6) 3382   I   Spouse  
Class B Common Stock                  900   I   Trust for spouse   (2)
Class B Common Stock                  5600   I   Trust for spouse and children   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock     (4)                    (4)   (4) Class B Common Stock     (4)   34865   I   Spouse  

Explanation of Responses:
(1)  Such shares were acquired in a dividend reinvestment plan administered by the reporting person's broker and eligible for deferred reporting on Form 5 under Rule 16a-6. The reporting person has chosen to report such transactions early on this Form 4.
(2)  The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.
(3)  The 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.
(4)  Shares 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.
(5)  Class B shares awarded to Laura O'Shaughnessy, spouse of the reporting person, as restricted stock under incentive plan.
(6)  N/A.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Shaughnessy Timothy J
C/O GRAHAM HOLDINGS COMPANY
1300 NORTH 17TH STREET, SUITE 1700
ARLINGTON, VA 22209 		X
President and CEO

Signatures
/s/ Nicole M. Maddrey for Timothy J. O'Shaughnessy 1/4/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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