Graham Holdings Co — Director's Dealing 2014

Oct 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graham Holdings Co (GHC)
CIK: 0000104889
Period of Report: 2014-10-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-10	Class A Common Stock	$	G	23572	Disposed		Class B Common Stock ()	Indirect
2014-10-10	Class A Common Stock	$	G	23572	Acquired		Class B Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	3087	Indirect
Class B Common Stock	167493	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 ()	228373	Direct
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: Reflects (i) an annuity payment from a grantor retained annuity trust to the reporting person and (ii) the transfers described in footnote 4.

F4: Upon the termination of a grantor retained annuity trust, 23,572 of the shares of Class A Common Stock in such trust were transferred to trusts for the benefit of the reporting person's children. The remaining 17,423 shares of Class A Common Stock in such trust were distributed to the reporting person and continue to be reported in this Form 4 as directly owned by the reporting person.