Cable One, Inc. — Major Shareholding Notification 2015

Nov 12, 2015

SC 13D/A 1 sc13da.htm AMENDMENT NO. 1 Licensed to: Cravath, Swaine & Moore LLP Document created using EDGARfilings PROfile 3.6.0.0 Copyright 1995 - 2015 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934* (Amendment No. 1)
CABLE ONE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share	12685J105
(Title of Class of Securities)	(CUSIP Number)
Nicole M. Maddrey Graham Holdings Company 1300 North 17th Street Arlington, VA 22209 (703) 345-6300 with a copy to: Eric L. Schiele Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 (212) 474-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	Donald E. Graham
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
	United States
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		328,089
	8	SHARED VOTING POWER
		685,834
	9	SOLE DISPOSITIVE POWER
		328,089
	10	SHARED DISPOSITIVE POWER
		685,834
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,013,923
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	17.35% (Calculated based on 5,843,313 shares of common stock, par value $0.01 per share, of Cable One, Inc. outstanding as of July 1, 2015)
14	TYPE OF REPORTING PERSON
	IN

This statement on Schedule 13D (this “ Statement ”) relates to the common stock, par value $0.01 per share, of Cable One, Inc. The statement on Schedule 13D filed by Donald E. Graham dated July 2, 2015 (the “ Schedule 13D ”), is hereby amended and supplemented as set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

The amendment to the Schedule 13D is as follows:

ITEM 2. IDENTITY AND BACKGROUND

The description set forth in Item 2(c) of the Schedule 13D is hereby amended in its entirety to read as follows:

(c) Mr. Graham’s present principal occupation is Chairman of the Board of Directors of GHC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2015
By:	/s/ Donald E. Graham
	Name: Donald E. Graham