SEC FORM 4

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^*

GRAHAM DONALD

(Last)

(First)

(Middle)

C/O GRAHAM HOLDINGS COMPANY

1300 NORTH 17TH STREET

(Street)

ARLINGTON

22209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cable One, Inc. [ CABO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock; par value $0.01	07/28/2017		P⁽³⁾		8,187	A	$742.52⁽⁴⁾	279,733	D
Common Stock; par value $0.01								59,241	I	Grantor Retained Annuity Trust
Common Stock; par value $0.01								3,087	I	Revocable Trust
Common Stock; par value $0.01								218,193	I	Trusts for Siblings⁽¹⁾
Common Stock; par value $0.01	07/28/2017		S⁽³⁾		8,187	D	$742.52⁽⁴⁾	19,000	I	Trusts for Children⁽¹⁾
Common Stock; par value $0.01								2,844	I	Trusts for Children of Siblings⁽¹⁾
Common Stock; par value $0.01								5,000	I	Trust for Third Party⁽¹⁾
Common Stock; par value $0.01								388,225	I	Beneficiary of Trusts⁽¹⁾
Common Stock; par value $0.01								15	I	By spouse⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. The reporting person disclaims beneficial ownership of the reported securities.

3. This transaction is a private sale and purchase between the Trusts for Children and the reporting person, in which the Trusts for Children are selling shares of Common Stock to the reporting person for the equivalent value of Graham Holdings Company Class A Common Stock, with fractional shares of Graham Holdings Company Class A being settled in cash. The reporting person has indirect beneficial ownership of the Trusts for Children, and as such this is a change in form of beneficial ownership.

4. The reporting person agreed to complete this transaction on July 24, 2017 as part of a larger transaction that was reported on July 26, 2017. However, due to a processing error at the bank, this transaction was not completed until July 28, 2017. For that reason, the value of Common Stock for the purpose of this transaction is based on the mean of the high and the low price of Common Stock on July 24, 2017 and the value of Graham Holdings Company Class A Common Stock is based on the mean of the high and the low price of Graham Holdings Company Class B Common Stock on July 24, 2017.

	/s/ Nicole M. Maddrey for Donald E. Graham	08/01/2017
	** 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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