Graham Holdings Co — Director's Dealing 2017

Oct 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graham Holdings Co (GHC)
CIK: 0000104889
Period of Report: 2017-09-28

Reporting Person: GRAHAM DONALD (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-28	Class B Common Stock	G	2000	—	Disposed	5600	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	3087	Indirect
Class B Common Stock	46638	Indirect
Class B Common Stock	1044	Indirect
Class B Common Stock	5000	Indirect
Class B Common Stock	60	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$		Class B Common Stock ()	206233	Direct
Class A Common Stock	$		Class B Common Stock ()	59241	Indirect
Class A Common Stock	$		Class B Common Stock ()	84900	Indirect
Class A Common Stock	$		Class B Common Stock ()	208555	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: The reporting person disclaims beneficial ownership of the reported securities.

F3: 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.

F4: The reporting person was the sole trustee of the Mary Louise Graham Trust u/a/d 11/22/85 (the "Trust"). The Trust terminated on August 7, 2017 and, as of September 28, 2017, the trust distributed its 2,000 shares of Class B Common Stock of the Issuer to the reporting person's daughter, the Trust's sole beneficiary.