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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cable One, Inc. [ CABO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/29/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/29/2015 | J(1) | 5,842,313 | A | $0 | 5,843,313 | I | By Graham Holdings Company(2) | ||
Common Stock | 07/01/2015 | J(3) | 5,843,313 | D | $0 | 0 | I | By Graham Holdings Company(4) | ||
Common Stock | 07/01/2015 | J(3) | 230,048 | A | $0 | 230,048 | D | |||
Common Stock | 07/01/2015 | J(3) | 91,354 | A | $0 | 91,354 | I | Grantor Retained Annuity Trust | ||
Common Stock | 07/01/2015 | J(3) | 3,087 | A | $0 | 3,087 | I | Revocable Trust | ||
Common Stock | 07/01/2015 | J(3) | 255,193 | A | $0 | 255,193 | I | Trusts for Siblings(5) | ||
Common Stock | 07/01/2015 | J(3) | 38,172 | A | $0 | 38,172 | I | Trusts for Children(5) | ||
Common Stock | 07/01/2015 | J(3) | 2,844 | A | $0 | 2,844 | I | Trusts for Children of Siblings(5) | ||
Common Stock | 07/01/2015 | J(3) | 5,000 | A | $0 | 5,000 | I | Trust for Third Party(5) | ||
Common Stock | 07/01/2015 | J(3) | 388,225 | A | $0 | 388,225 | I | Beneficiary of Trusts |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On June 29, 2015, Cable One, Inc. ("Cable ONE"), a Delaware corporation, distributed to Graham Holdings Company ("Graham"), its sole stockholder, 5,842,313 newly issued shares of common stock, par value $0.01 per share, of Cable ONE (the "Cable ONE Common Stock") in the form of a dividend. |
2. By virtue of his roles as Chairman of the Board and Chief Executive Officer of Graham, the reporting person is deemed to have acquired indirect beneficial ownership of the newly issued shares of Cable ONE Common Stock when they were distributed by Cable ONE to Graham. At such time and by virtue of such roles and beneficial ownership, the reporting person was also deemed to have indirect beneficial ownership of the 1,000 shares of Cable ONE Common Stock owned by Graham prior to this distribution. |
3. On July 1, 2015, Graham disposed of all 5,843,313 shares of Cable ONE Common Stock issued and outstanding by distributing, as a pro rata dividend to Graham's stockholders (the "Distribution"), one share of Cable ONE Common Stock for every one share of Graham Class A common stock, par value $1.00 per share, and Class B common stock, par value $1.00 per share (collectively, "Graham Common Stock"), held by each holder of record as of 5:00 p.m. New York City time on June 15, 2015 (the "Record Date"), to effect the legal and structural separation of Cable ONE from Graham. As a result of the Distribution, the reporting person and his family trusts included on this Form 4 received, in their capacities as holders of Graham Common Stock as of the Record Date, one share of Cable ONE stock for every one share of Graham Common Stock directly held by them as of the Record Date. |
4. The reporting person is deemed to have participated in the Distribution as an indirect beneficial owner of the distributed Cable ONE Common Stock. |
5. 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. |
Remarks: |
/s/ Nicole M. Maddrey for Donald E. Graham | 07/01/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |