Annual Statement of Changes in Beneficial Ownership (5)

Date : 02/14/2020 @ 10:06PM
Source : Edgar (US Regulatory)
Stock : Graham Holdings Company (GHC)
Quote : 347.29  -3.52 (-1.00%) @ 3:54PM
Graham share price Chart

Annual Statement of Changes in Beneficial Ownership (5)

FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  
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OMB Number: 3235-0362
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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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2019 
(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. Date2A. Deemed Execution Date, if any3. 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)
Amount(A) or (D)Price
Class B Common Stock        12642 D  
Class B Common Stock 2/22/2018  L5 (1)2.845 A$599.5 3384.845 I Spouse 
Class B Common Stock 5/15/2018  L5 (1)2.871 A$595.4 3387.716 I Spouse 
Class B Common Stock 8/8/2018  L5 (1)3.062 A$559.55 3390.778 I Spouse 
Class B Common Stock 11/17/2018  L5 (1)2.806 A$611.94 3393.584 I Spouse 
Class B Common Stock 1/1/2019  A4 (2)1000 A (3)4393.584 I Spouse 
Class B Common Stock 8/8/2019  L (4)2.599 A$692.08 4396.183 I Spouse 
Class B Common Stock 11/17/2019  L (4)2.842 A$634.17 4399.025 I Spouse 
Class B Common Stock        5600 I Trust for spouse and children (5)

Table II - Derivative Securities Acquired, Disposed of, or 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 Date
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Common Stock  4/6/2018  J4  (7)13941     (6) (6)Class B Common Stock  $578.48 (7)48626 I Trust for spouse (8)
Class A Common Stock           (6) (6)Class B Common Stock   2700 I Spouse 

Explanation of Responses:
(1) Such shares were acquired in a dividend reinvestment plan administered by the reporting person's spouse's broker. The ownership figure is updated by this Form 5 to correct an administrative error in which these transactions were previously reported as shares acquired by the reporting person pursuant to a dividend reinvestment plan rather than by the reporting person's spouse pursuant to a dividend reinvestment plan.
(2) Such shares were acquired upon the vesting of restricted stock previously awarded to the reporting person's spouse under an incentive plan.
(3) N/A
(4) Such shares were acquired in a dividend reinvestment plan administered by the reporting person's spouse's broker.
(5) 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.
(6) 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.
(7) This transaction is a private exchange, in which Donald E. Graham exchanged shares of Class A Common Stock to the Trust for Spouse for the equivalent value of Cable One, Inc. Common Stock. The value of Class A Common Stock for the purpose of this transaction is based on the mean of the high and the low prices of Class B Common Stock on March 5, 2018 and the value of Cable One, Inc. Common Stock is based on the mean of the high and the low prices of Cable One, Inc. Common Stock on March 5, 2018. The ownership figure is updated by this Form 5 to correct an administrative error in which this transaction was inadvertently omitted.
(8) The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities. The nature of ownership is updated by this Form 5 to correct an administrative error in which these shares were reported as owned by the reporting person's spouse rather than the Trust for Spouse.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Shaughnessy Timothy J
C/O GRAHAM HOLDINGS COMPANY
1300 NORTH 17TH STREET, SUITE 1700
ARLINGTON, VA 22209
X
President and CEO

Signatures
/s/ Nichole M. Maddrey for Timothy J. O'Shaughnessy2/14/2020
**Signature of Reporting PersonDate

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