Timothy J O'Shaughnessy Form 4 Graham / Timothy J O'Shaughnessy ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Shaughnessy Timothy J

(Last) (First) (Middle)

C/O GRAHAM HOLDINGS COMPANY

1300 NORTH 17TH STREET, SUITE 1700

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	09/23/2024		M		25,752	A	$719.15	44,610(1)	D
Class B Common Stock	09/23/2024		F		24,412(2)	D	$800.6	20,198	D
Class B Common Stock								4,099	I	Spouse
Class B Common Stock								5,600	I	Trust for spouse and children(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$719.15	09/23/2024		M			25,752	(4)	11/03/2024	Class B Common Stock	25,752	$0	51,506(5)	D
Class A Common Stock	(6)							(6)	(6)	Class B Common Stock	2,700		2,700	I	Spouse

Explanation of Responses:

1. Includes 3 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.

2. The options exercise is executed in anticipation of the November 3, 2024 expiration date on a net settlement basis.

3. 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.

4. 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.

5. After this exercise of 25,752 options, the reporting person has remaining 51,506 vested and exercisable options.

6. 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.

	/s/ Nicole Maddrey, attorney-in-fact	09/25/2024
	** 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 4 (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).
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