Graham Holdings Co — Director's Dealing 2017

Aug 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Graham Holdings Co (GHC)
CIK: 0000104889
Period of Report: 2017-07-24

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-24	Class A Common Stock	$	P	10188	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: The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.

F2: 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.

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: On July 24, 2017, a trust for the benefit of the reporting person's wife privately purchased Class A Common Stock from Donald Graham for the equivalent value of Cable One, Inc. Common Stock, with fractional shares of Class A Common Stock being settled in cash. The value of Class A Common Stock for the purpose of this transaction was based on the mean of the high and the low price of Class B Common Stock on July 24, 2017 and the value of Cable One, Inc. Common Stock was based on the mean of the high and the low price of Cable One, Inc. Common Stock on July 24, 2017. The reporting person disclaims beneficial ownership of the reported securities.