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 *

GRAHAM DONALD		 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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

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

12/16/2019
(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         3087 I Revocable Trust 
Class B Common Stock 12/16/2019  J(1)  43363 D$0 0 I Trusts for Siblings (1)
Class B Common Stock         5600 I Trusts for Children (2)
Class B Common Stock         1044 I Trusts for Children of Siblings (2)
Class B Common Stock         5000 I Trust for Third Party (2)
Class B Common Stock         60 I By Spouse (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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Common Stock  (4)           (4) (4)Class B Common Stock  (4) 150469 D  
Class A Common Stock  (4)12/16/2019  J (5)    194505   (4) (4)Class B Common Stock  (4)$0 0 I Trusts for Children (5)
Class A Common Stock  (4)12/16/2019  J (6)    101313   (4) (4)Class B Common Stock  (4)$0 7617 I Trusts for Siblings (2)
Class A Common Stock  (4)           (4) (4)Class B Common Stock  (4) 388225 I Beneficiary of Trusts 
Class A Common Stock  (4)12/16/2019  J (7)    1800   (4) (4)Class B Common Stock  (4)$0 0 I Trusts for Children of Siblings (7)
Explanation of Responses:
(1) The reporting person was a trustee of the 1939 Residuary Trust f/b/o Elizabeth G. Weymouth u/a/d 6/24/39, which holds 43,363 shares of Class B Common Stock, but he is not a beneficiary of such trust. As of December 16, 2019, the reporting person resigned from his position as trustee.
(2) The reporting person is a trustee of the trusts that own the reported securities, but he is not a beneficiary of such trusts. The reporting person disclaims beneficial ownership of the reported securities.
(3) 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) The reporting person was a trustee of the Elizabeth K. Graham Trust No. 1 u/a/d 9/13/10, Laura G. O'Shaughnessy Trust No. 1 u/a/d 9/13/10, Mary L. Graham Trust No. 1 u/a/d 9/13/10 and William W. Graham Trust No. 1 u/a/d 9/13/10, which hold 48,626, 48,626, 48,627 and 48,626 shares of Class A Common Stock, respectively, but he is not a beneficiary of such trusts. As of December 16, 2019, the reporting person resigned from his position as trustee.
(6) The reporting person was a trustee of the 1939 Residuary Trust f/b/o Stephen M. Graham u/a/d 6/24/39, 1969 Trust f/b/o Elizabeth G. Weymouth and 1973 Trust f/b/o Stephen M. Graham, which hold 7,338, 72,000 and 21,975 shares of Class A Common Stock, respectively, but he is not a beneficiary of such trusts. As of December 16, 2019, the reporting person resigned from his position as trustee.
(7) The reporting person was a trustee of the Thomas W. Graham Art. THIRD (i) Trust u/a/d 6/24/39 and Juliet Graham Art. THIRD (i) Trust u/a/d 6/24/39, which hold 900 and 900 shares of Class A Common Stock, respectively, but he is not a beneficiary of such trusts. As of December 16, 2019, the reporting person resigned from his position as trustee.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GRAHAM DONALD
C/O GRAHAM HOLDINGS COMPANY
1300 NORTH 17TH STREET
ARLINGTON, VA 22209		XX
Signatures
/s/ Nicole M. Maddrey for Donald E. Graham12/18/2019
**Signature of Reporting PersonDate
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