Sec Form 4 Filing - GRAHAM DONALD @ Graham Holdings Co - 2019-12-16

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 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/YY) 12/16/2019 (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 3,087 I Revocable Trust Class B Common Stock 12/16/2019 J( 1 ) 43,363 D $ 0 0 I Trusts for Siblings ( 1 ) Class B Common Stock 5,600 I Trusts for Children ( 2 ) Class B Common Stock 1,044 I Trusts for Children of Siblings ( 2 ) Class B Common Stock 5,000 I Trust for Third Party ( 2 ) Class B Common Stock 60 I By Spouse ( 3 )

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 ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 4 ) 150,469 D Class A Common Stock ( 4 ) 12/16/2019 J( 5 ) 194,505 ( 4 ) ( 4 ) Class B Common Stock ( 4 ) $ 0 0 I Trusts for Children ( 5 ) Class A Common Stock ( 4 ) 12/16/2019 J( 6 ) 101,313 ( 4 ) ( 4 ) Class B Common Stock ( 4 ) $ 0 7,617 I Trusts for Siblings ( 2 ) Class A Common Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 4 ) 388,225 I Beneficiary of Trusts Class A Common Stock ( 4 ) 12/16/2019 J( 7 ) 1,800 ( 4 ) ( 4 ) Class B Common Stock ( 4 ) $ 0 0 I Trusts for Children of Siblings ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRAHAM DONALD C/O GRAHAM HOLDINGS COMPANY 1300 NORTH 17TH STREET ARLINGTON, VA22209 X X Signatures /s/ Nicole M. Maddrey for Donald E. Graham 12/18/2019 Signature of Reporting Person Date

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.

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).

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