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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Common Stock | (3) | (3) | (3) | Class B Common Stock | (3) | 230,048 | D | ||||||||
Class A Common Stock | (3) | (3) | (3) | Class B Common Stock | (3) | 91,354 | I | Grantor Retained Annuity Trust | |||||||
Class A Common Stock | (3) | (3) | (3) | Class B Common Stock | (3) | 28,972 | I | Trusts for Children (1) | |||||||
Class A Common Stock | (3) | (3) | (3) | Class B Common Stock | (3) | 219,377 | I | Trusts for Siblings (1) | |||||||
Class A Common Stock | (3) | (3) | (3) | Class B Common Stock | (3) | 388,225 | I | Beneficiary of Trusts | |||||||
Class A Common Stock | (3) | (3) | (3) | Class B Common Stock | (3) | 1,800 | I | Trusts for Children of Siblings (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GRAHAM DONALD C/O GRAHAM HOLDINGS COMPANY 1300 NORTH 17TH STREET ARLINGTON, VA 22209 |
X | X | CEO and COB |
/s/ Veronica Dillon for Donald E. Graham | 02/25/2015 | |
**Signature of Reporting Person | Date |
* | 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) | The amount of securities owned by the trusts for children was inadvertently understated by 3,800 shares in Form 4s filed after December 28, 2012. The amount shown here is the corrected amount. |
(3) | 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. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $985.00 to $985.79, 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 (4) to (14), inclusive to this Form 4. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $990.00 to $990.90, inclusive. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $991.21 to $992.20, inclusive. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $993.52 to $993.57, inclusive. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $995.02 to $996.00, inclusive. |
(9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $980.00 to $982.36, inclusive. |
(10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $990.00 to $990.30, inclusive. |
(11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $991.00 to $991.98, inclusive. |
(12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $992.02 to $992.99, inclusive. |
(13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $993.075 to $993.89, inclusive. |
(14) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $994.12 to $994.62, inclusive. |