Graham Holdings Co — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graham Holdings Co (GHC)
CIK: 0000104889
Period of Report: 2014-12-12

Reporting Person: GRAHAM DONALD (Director, CEO and COB, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-12	Class B Common Stock	S	857	$925.00	Disposed	166636	Indirect
2014-12-12	Class B Common Stock	S	118	$926.56	Disposed	166518	Indirect
2014-12-15	Class B Common Stock	S	300	$900.32	Disposed	166218	Indirect
2014-12-15	Class B Common Stock	S	502	$902.20	Disposed	165716	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	3087	Indirect
Class B Common Stock	5400	Indirect
Class B Common Stock	9564	Indirect
Class B Common Stock	5000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$		Class B Common Stock ()	230048	Direct
Class A Common Stock	$		Class B Common Stock ()	91354	Indirect
Class A Common Stock	$		Class B Common Stock ()	28972	Indirect
Class A Common Stock	$		Class B Common Stock ()	241577	Indirect
Class A Common Stock	$		Class B Common Stock ()	388225	Indirect
Class A Common Stock	$		Class B Common Stock ()	1800	Indirect

Footnotes

F1: 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.

F2: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $926.31 to $926.91, 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), (4) and (5) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $900.17 to $900.58, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $902.13 to $902.31, inclusive.

F6: Reflects an annuity payment from a grantor retained annuity trust to the reporting person.