Graham (GHC) Form 3 Graham / Laura O'Shaughnessy ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

O'Shaughnessy Laura

(Last) (First) (Middle)

1300 NORTH 17TH STREET

SUITE 1700

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2024

3. Issuer Name and Ticker or Trading Symbol
Graham Holdings Co [ GHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	4,099	D
Class B Common Stock	2,700	D
Class B Common Stock	16,156	I	Spouse(2)
Class B Common Stock	5,600	I	Trust(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock	(1)	(1)	Class B Common Stock	2,700	(1)	D
Stock Option (Right to Buy)	(1)	(1)	Class B Common Stock	132,415	(1)	I	Spouse(4)

Explanation of Responses:

1. 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.

2. The reporting person has no voting or investment power with respect to such shares. The reporting person disclaims beneficial ownership of the reported securities.

3. The reporting person's spouse is a trustee of such trust. The reporting person is a beneficiary of such trust but has no voting or investment power with respect to the shares held in such trust. The reporting person disclaims beneficial ownership of the reported securities.

4. The reporting person's spouse has the right to purchase 132,415 shares of Class B Common Stock, pursuant to stock options. The reporting person disclaims beneficial ownership of the reported securities.

Remarks:

Exhibit 24 - Power of Attorney for Laura G. O'Shaughnessy

	/s/ Nicole Maddrey, attorney-in-fact	09/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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