Sec Form 4 Filing - GRAHAM DONALD @ Graham Holdings Co - 2015-06-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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 (MM/DD/YY)
06/04/2015
(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 06/04/2015 S 2,084.02 D $ 1,070.07 ( 3 ) 63,705.98 I Trusts for Siblings ( 1 )
Class B Common Stock 06/04/2015 S 1,608.69 D $ 1,071.75 ( 4 ) 62,097.28 I Trusts for Siblings ( 1 )
Class B Common Stock 06/04/2015 S 347.61 D $ 1,072.3 ( 5 ) 61,749.68 I Trusts for Siblings ( 1 )
Class B Common Stock 06/04/2015 S 161.68 D $ 1,073.34 ( 6 ) 61,588 I Trusts for Siblings ( 1 )
Class B Common Stock 06/05/2015 S 732.92 D $ 1,070.27 ( 7 ) 60,855.08 I Trusts for Siblings ( 1 )
Class B Common Stock 06/05/2015 S 808.08 D $ 1,071.86 ( 8 ) 60,047 I Trusts for Siblings ( 1 )
Class B Common Stock 06/08/2015 S 3,361.08 D $ 1,070.26 ( 9 ) 56,685.92 I Trusts for Siblings ( 1 )
Class B Common Stock 06/08/2015 S 189.11 D $ 1,071.22 ( 10 ) 56,496.81 I Trusts for Siblings ( 1 )
Class B Common Stock 06/08/2015 S 80.81 D $ 1,072.07 ( 4 ) 56,416 I Trusts for Siblings ( 1 )
Class B Common Stock 9,200 I Trusts for Children ( 1 )
Class B Common Stock 06/04/2015 S 493.98 D $ 1,070.07 ( 11 ) 5,096.02 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/04/2015 S 381.31 D $ 1,071.75 ( 4 ) 4,714.72 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/04/2015 S 82.39 D $ 1,072.3 ( 5 ) 4,632.32 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/04/2015 S 38.32 D $ 1,073.34 ( 6 ) 4,594 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/05/2015 S 174.08 D $ 1,070.27 ( 7 ) 4,419.92 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/05/2015 S 191.92 D $ 1,071.86 ( 8 ) 4,228 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/08/2015 S 797.92 D $ 1,070.26 ( 9 ) 3,430.08 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/08/2015 S 44.89 D $ 1,071.22 ( 10 ) 3,385.19 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 06/08/2015 S 19.19 D $ 1,072.07 3,366 I Trusts for Children of Siblings ( 1 )
Class B Common Stock 5,000 I Trust for Third Party ( 1 )
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 ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 2 ) 230,048 D
Class A Common Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 2 ) 91,354 I Grantor Retained Annuity Trust
Class A Common Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 2 ) 28,972 I Trusts for Children ( 1 )
Class A Common Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 2 ) 208,555 I Trusts for Siblings ( 1 )
Class A Common Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 2 ) 388,225 I Beneficiary of Trusts
Class A Common Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 2 ) 1,800 I Trusts for Children of Siblings ( 1 )
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 CEO and COB
Signatures
/s/ Nicole M. Maddrey for Donald E. Graham 06/08/2015
Signature of Reporting Person Date
Explanation of Responses:
( 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 $1,070.00 to $1,070.70, 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) to (11), inclusive to this Form 4. For purposes of calculating the number of shares sold at a specific weighted average price on each day by each trust, the ratio of the number of shares in such trust sold on such date over the total number of shares sold was applied to the total shares sold at the applicable price ranges, yielding the fractional amounts appearing in columns 4 and 5. For the avoidance of doubt, column 5 sets forth the number of whole shares held in each trust as of the last sale taking place on a given day.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.11 to $1,072.10, inclusive.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,072.11 to $1,072.59, inclusive.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,073.18 to $1,073.50, inclusive.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.50, inclusive.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.84 to $1,072.00, inclusive.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.96, inclusive.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.00 to $1,071.51, inclusive.
( 11 )The price r eported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.70, inclusive.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.