SEC Form SC 13D filed by Graham Holdings Company

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 ☐.

(1)

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.

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.

(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.

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.

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.

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

Exhibit 1          Power of Attorney for Laura G. O’Shaughnessy