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

Role
President and CEO, Director
Signature
/s/ Nicole Maddrey, attorney-in-fact
Stock symbol
GHC
Transactions as of
Sep 23, 2024
Transactions value $
-$1,024,696
Form type
4
Date filed
9/25/2024, 08:36 PM
Previous filing
Jul 7, 2023
Next filing
Oct 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GHC Class B Common Stock Options Exercise $18.5M +25.8K +136.56% $719.15 44.6K Sep 23, 2024 Direct F1
transaction GHC Class B Common Stock Tax liability -$19.5M -24.4K -54.72% $800.60 20.2K Sep 23, 2024 Direct F2
holding GHC Class B Common Stock 4.1K Sep 23, 2024 Spouse
holding GHC Class B Common Stock 5.6K Sep 23, 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 -25.8K -33.33% $0.00 51.5K Sep 23, 2024 Class B Common Stock 25.8K $719.15 Direct F4, F5
holding GHC Class A Common Stock 2.7K Sep 23, 2024 Class B Common Stock 2.7K 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.