Graham Holdings Co — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graham Holdings Co (GHC)
CIK: 0000104889
Period of Report: 2016-11-21

Reporting Person: O'Shaughnessy Timothy J (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-21	Class A Common Stock	$	G	3974	Acquired		Class B Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	8892	Direct
Class B Common Stock	2782	Indirect
Class B Common Stock	900	Indirect
Class B Common Stock	3800	Indirect

Footnotes

F1: Includes 1,500 shares of restricted stock vesting on 1/4/2017.

F2: The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.

F3: 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.

F4: 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.

F5: Following the termination of a grantor retained annuity trust, 3,974 shares of Class A Common Stock were transferred to a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of the reported securities.