Graham Holdings Co — Director's Dealing 2021

Mar 9, 2021

SEC Form 4/A — Form 4/A

Issuer: Graham Holdings Co (GHC)
CIK: 0000104889
Period of Report: 2020-09-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-10	Stock Option (Right to Buy)	$426.86	A	77258	Acquired	2030-09-10	Common Stock (77258)	Direct

Footnotes

F1: As previously reported on a Form 4 filed on September 14, 2020 by the reporting person, the reporting person reported acquiring stock options to purchase 85,000 shares of common stock pursuant to the Company's 2012 Incentive Compensation Plan (the "2012 ICP"). However, the Company subsequently determined that stock options to purchase 7,742 shares of common stock were not validly granted pursuant to the 2012 ICP because such stock options exceeded the limit on the number of stock options that may be granted to any individual participant within any 12-month period. Accordingly, the attempted grant of these excess stock options was ineffective, and such excess stock options were never granted to the reporting person. The reporting person is filing this amendment to report the correct amount of stock options acquired.

F2: Grant of the stock option, with 12,876 vesting on each of September 10, 2021, September 10, 2022, September 10, 2023 and September 10, 2024 and 12,877 vesting on each of September 10, 2025 and September 10, 2026.