Sec Form 4 Filing - O'Shaughnessy Timothy J @ Graham Holdings Co - 2017-07-24

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 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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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/YY) 07/24/2017 (Street) ARLINGTON, VA22209 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class B Common Stock 8,892 D Class B Common Stock 2,782 I Spouse Class B Common Stock 900 I Trust for Spouse ( 1 ) Class B Common Stock 3,800 I Trust for Spouse and Children ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Common Stock ( 3 ) 07/24/2017 P( 4 ) 10,188 ( 3 ) ( 3 ) Class B Common Stock ( 4 ) $ 596.7 ( 4 ) 20,055 I Spouse

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, VA22209 X President and CEO Signatures /s/ Nicole M. Maddrey for Timothy J. O'Shaughnessy 08/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities. ( 2 )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. ( 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 )On July 24, 2017, a trust for the benefit of the reporting person's wife privately purchased Class A Common Stock from Donald Graham for the equivalent value of Cable One, Inc. Common Stock, with fractional shares of Class A Common Stock being settled in cash. The value of Class A Common Stock for the purpose of this transaction was based on the mean of the high and the low price of Class B Common Stock on July 24, 2017 and the value of Cable One, Inc. Common Stock was based on the mean of the high and the low price of Cable One, Inc. Common Stock on July 24, 2017. The reporting person disclaims beneficial ownership of the reported securities.

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).

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