Edgar Filing: Graham Holdings Co

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

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
__X__ Officer (give title below)	_____ Other (specify below)
CEO and COB

(Last)

(First)

(Middle)

C/O GRAHAM HOLDINGS COMPANY, 1300 NORTH 17TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2014

(Street)

ARLINGTON, VA 22209

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock								3,087	I	Revocable Trust
Class B Common Stock	12/12/2014		S		857	D	$ 925	166,636	I	Trusts for Siblings ⁽¹⁾
Class B Common Stock	12/12/2014		S		118	D	$ 926.56 ⁽³⁾	166,518	I	Trusts for Siblings ⁽¹⁾
Class B Common Stock	12/15/2014		S		300	D	$ 900.32 ⁽⁴⁾	166,218	I	Trusts for Siblings ⁽¹⁾
Class B Common Stock	12/15/2014		S		502	D	$ 902.2 ⁽⁵⁾	165,716	I	Trusts for Siblings ⁽¹⁾
Class B Common Stock								5,400	I	Trusts for Children ⁽¹⁾
Class B Common Stock								9,564	I	Trusts for Children of Siblings ⁽¹⁾
Class B Common Stock								5,000	I	Trust for Third Party ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Common Stock

⁽²⁾

Class B Common Stock

⁽²⁾

230,048 ⁽⁶⁾

Class A Common Stock

⁽²⁾

Class B Common Stock

⁽²⁾

91,354 ⁽⁶⁾

Grantor Retained Annuity Trust

Class A Common Stock

⁽²⁾

Class B Common Stock

⁽²⁾

28,972

Trusts for Children ⁽¹⁾

Class A Common Stock

⁽²⁾

Class B Common Stock

⁽²⁾

241,577

Trusts for Siblings ⁽¹⁾

Class A Common Stock

⁽²⁾

Class B Common Stock

⁽²⁾

388,225

Beneficiary of Trusts

Class A Common Stock

⁽²⁾

Class B Common Stock

⁽²⁾

1,800

Trusts for Children of Siblings ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAHAM DONALD C/O GRAHAM HOLDINGS COMPANY 1300 NORTH 17TH STREET ARLINGTON, VA 22209	X	X	CEO and COB

Signatures

/s/ Veronica Dillon for Donald E. Graham		12/16/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $926.31 to $926.91, 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), (4) and (5) to this Form 4.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $900.17 to $900.58, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $902.13 to $902.31, inclusive.
(6)	Reflects an annuity payment from a grantor retained annuity trust to the reporting person.

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