O'Shaughnessy Timothy J. - 23 Sep 2024 Form 4 Insider Report for Graham Holdings Co (GHC)

Role
President and CEO, Director
Signature
/s/ Nicole Maddrey, attorney-in-fact
Issuer symbol
GHC
Transactions as of
23 Sep 2024
Net transactions value
-$1,024,696
Form type
4
Filing time
25 Sep 2024, 20:36:10 UTC
Previous filing
07 Jul 2023
Next filing
17 Oct 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GHC Class B Common Stock Options Exercise $18,519,551 +25,752 +137% $719.15 44,610 23 Sep 2024 Direct F1
transaction GHC Class B Common Stock Tax liability $19,544,247 -24,412 -55% $800.60 20,198 23 Sep 2024 Direct F2
holding GHC Class B Common Stock 4,099 23 Sep 2024 Spouse
holding GHC Class B Common Stock 5,600 23 Sep 2024 Trust for spouse and children F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GHC Stock Option (Right to Buy) Options Exercise $0 -25,752 -33% $0.000000 51,506 23 Sep 2024 Class B Common Stock 25,752 $719.15 Direct F4, F5
holding GHC Class A Common Stock 2,700 23 Sep 2024 Class B Common Stock 2,700 Spouse F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 3 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.
F2 The options exercise is executed in anticipation of the November 3, 2024 expiration date on a net settlement basis.
F3 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.
F4 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.
F5 After this exercise of 25,752 options, the reporting person has remaining 51,506 vested and exercisable options.
F6 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.