UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
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GRAHAM HOLDINGS COMPANY
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(Name of Issuer)
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Class B Common Stock $1.00 par value
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(Title of Class of Securities)
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939640 10 8
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(CUSIP Number)
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Nicole M. Maddrey
Graham Holdings Company
1300 North 17th Street
Arlington, VA 22209
(703) 345-6300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 3, 2024
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☐.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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Laura G. O’Shaughnessy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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212,830
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8
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SHARED VOTING POWER
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204,004
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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9,499
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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416,834(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.8%
Calculated based on 3,845,846 shares of Class B Common Stock outstanding (3,435,811 shares of Class B Common Stock outstanding as of July 26, 2024, plus
410,035 shares issuable upon conversion of Class A Common Stock beneficially owned by the Reporting Person, share for share, into Class B Common Stock)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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The aggregate amount reported as beneficially owned in Row 11 does not include (i) 132,415 Class B shares that the Reporting Person’s spouse has the right to purchase, pursuant to stock options, (ii) 16,156
Class B shares held by the Reporting Person’s spouse, and (iii) 5,600 Class B shares held in trust for the benefit of the Reporting Person and her children, for which, in each case, the Reporting Person has no voting or investment power
and expressly disclaims beneficial ownership.
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Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to the Class B Common Stock, par value $1.00 per share (the “Class B Common Stock”), of Graham Holdings Company, a Delaware corporation (the “Company”). The principal executive office of
the Company is 1300 North 17th Street, Suite 1700, Arlington, VA 22209.
Item 2. Identity and Background
(a)-(c) This Statement is being filed by Laura G. O’Shaughnessy (the “Reporting Person”). The principal business address of the Reporting Person is 1300 North 17th Street, Suite 1700, Arlington, VA 22209.
(d)-(e) During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Row 4 and Item 5 of this Statement is hereby incorporated by reference into this Item 3.
Effective September 3, 2024, Donald E. Graham, the Reporting Person’s father, and Daniel L. Mosley, as trustees, transferred voting power with respect to 212,830 shares held in trusts for Mr. Graham’s benefit to the Reporting Person by virtue of
a revocable proxy.
Item 4. Purpose of Transaction
The Reporting Person does not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of this Statement. Notwithstanding
the foregoing, the Reporting Person reserves the right to effect any such actions as any of them may deem necessary or appropriate in the future.
Item 5. Interest in Securities of the Issuer
Interests of the Reporting Person:
As of September 3, 2024, the Reporting Person was the beneficial owner (as determined in accordance with Rule 13d-3(a), (c) and (d) under the Act) of 416,834 shares of Class B
Common Stock of the Company, constituting approximately 10.8% of such shares then outstanding (as determined in accordance with Rule 13d-3(d)(1) under the Act). Such beneficial ownership is as set forth in paragraphs (a) through (e) below.
(a) 194,505 shares of Class A Common Stock, par value $1.00 per share (“Class A Common Stock”), of the Company (Class A Common Stock being convertible share for share into Class B Common Stock), held in trusts for the
benefit of the Reporting Person and her siblings, respectively, for which the Reporting Person had shared voting power with respect to such shares by virtue of a revocable proxy granted by Mr. Mosley. The Reporting Person has determined in light of
the relevant facts and circumstances that she had shared voting power with respect to such shares.
(b) 212,830 shares of Class A Common Stock, held in trusts for the benefit of the Reporting Person’s father, for which the Reporting Person had sole voting power with respect to such shares by virtue of a revocable
proxy granted by the Reporting Person’s father and Mr. Mosley, as trustees.
(c) 2,700 shares of Class A Common Stock, held by the Reporting Person. The Reporting Person has determined in light of the relevant facts and circumstances that she had shared voting and investment power with respect
to such shares with her spouse.
(d) 4,099 shares of Class B Common Stock, held by the Reporting Person. The Reporting Person has determined in light of the relevant facts and circumstances that she had shared voting and investment power with respect
to such shares with her spouse.
(e) 2,700 shares of Class B Common Stock, held jointly by the Reporting Person and her spouse. The Reporting Person has determined in light of the relevant facts and circumstances that she had shared voting and
investment power with respect to such shares with her spouse.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the knowledge of the Reporting Person, except for the matters described in this Statement, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Person and any other person with respect to
any securities of the Company.
Item 7. Material to Be Filed as Exhibits
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
POWER OF ATTORNEY
For Executing Section 16 Forms, Form 144 and Schedule 13D or 13G
KNOW ALL BY THESE PRESENTS that the undersigned, a director, executive officer or beneficial owner of more than five percent of the equity securities of
Graham Holdings Company, a Delaware corporation (hereinafter called the “Company”), hereby appoints NICOLE MADDREY, WALLACE COONEY, and SANDRA STONESIFER, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents with full
power to act without the other and with full power of substitution and re-substitution, to execute, deliver and file, for the undersigned and in the undersigned’s name, place and stead, any and all statements, reports and forms, and any and all
amendments and supplements thereto, required to be filed with the Securities and Exchange Commission (a) under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations adopted thereunder, (b) Form 144, and (c) Schedule 13D
or Schedule 13G, in each case as the same may be amended from time to time, with respect to the ownership and changes in ownership of equity securities of the Company and derivatives of such equity securities, hereby granting to said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-fact or agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedule 13D or
Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless (i) earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, or (ii) with respect to
each individual attorney-in-fact, upon their retirement or termination of employment with the Company. The undersigned agrees that such attorneys-in-fact may rely entirely on information furnished orally or in writing by the undersigned to the
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
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/s/ Laura G. O’Shaughnessy
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Laura G. O’Shaughnessy
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