SC 13D/A 1 sc13d-a.htm AMENDMENT NO. 19

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D/A


Under the Securities Exchange Act of 1934
(Amendment No. 19)

GRAHAM HOLDINGS COMPANY
(Name of Issuer)


Class B Common Stock $1.00 par value
(Title of Class of Securities)
939640 10 8
(CUSIP Number)


Nicole M. Maddrey
Graham Holdings Company
1300 North 17th Street
Arlington, VA 22209
(703) 345-6300

with a copy to:

Eric L. Schiele
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2015
(Date of Event Which Requires Filing of This Statement)

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   [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
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.
 
 

 

CUSIP No. 939640 10 8
Page 2 of 4


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).
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Donald E. Graham
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
435,664
 
 
 
 
8
SHARED VOTING POWER
 
 
685,834
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
328,089
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
685,834
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,121,498
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
19.27%
Calculated based on 5,818,417 shares of Class B Common Stock outstanding (4,869,463 shares of Class B Common Stock reported by the Company as outstanding on May 11, 2015,  plus 948,954 shares issuable upon conversion of Class A Common Stock beneficially owned by Mr. Graham, share for share, into Class B Common Stock)
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 

 

CUSIP No. 939640 10 8
Page 3 of 4
 
 
This Report relates to the Class B Common Stock, par value $1.00 per share (the “Class B Common Stock”), of Graham Holdings Company (formerly The Washington Post Company, the “Company”).  The Report on Schedule 13D filed by Donald E. Graham and Katharine Graham dated March 4, 1977 (the “Original Report”), as amended on February 14, 1983 (“Amendment No. 1”), March 5, 1985 (“Amendment No. 2”), April 16, 1986 (“Amendment No. 3”), January 28, 1987 (“Amendment No. 4”), October 19, 1994 (“Amendment No. 5”), January 27, 1998 (“Amendment No. 6”), March 8, 2001 (“Amendment No. 7”), August 30, 2001 (“Amendment No. 8”), September 21, 2001 (“Amendment No. 9”), September 12, 2002 (“Amendment No. 10”), October 26, 2007 (“Amendment No. 11”), March 5, 2009 (“Amendment No. 12”), August 25, 2010 (“Amendment No. 13”), June 15, 2011 (“Amendment No. 14”), July 26, 2013 (“Amendment No. 15”), July 2, 2014 (“Amendment No. 16”), March 2, 2015 (“Amendment No. 17”) and June 12, 2015 (“Amendment No. 18”), is hereby amended and supplemented as set forth below.  The Original Report, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 and Amendment No. 18 is hereinafter referred to as “Schedule 13D”.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Schedule 13D.

The descriptions contained in this Report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents, which have been filed as exhibits to the Schedule 13D, as amended by this Report, and incorporated by reference herein.

The amendments to the Schedule 13D are as follows:

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended to add the following at the end thereof:

In connection with the legal and structural separation of Cable One, Inc., a Delaware corporation (“Cable”), from the Company (the “Spin-Off”), Mr. Graham entered into a Side Letter Agreement with the Company (the “Side Letter Agreement”), pursuant to which, effective as of the completion of the Spin-Off on July 1, 2015 (the “Spin-Off Date”), until the second anniversary of the Spin-Off Date, Mr. Graham agreed not to sell, exchange, convert or otherwise transfer any Class B Common Stock or Class A Common Stock, par value $1.00 per share, of the Company, or common stock, par value $0.01 per share, of Cable, owned directly by Mr. Graham or held in a trust for the benefit of Mr. Graham, subject to certain estate planning exceptions.  This Side Letter Agreement does not apply to shares held in a trust for the benefit of someone other than Mr. Graham, even if Mr. Graham is a trustee of the trust.

The foregoing description is a summary of the material terms of the Side Letter Agreement and is qualified in its entirety by the full terms and conditions of the Side Letter Agreement, a copy of which is filed as an exhibit to this Schedule 13D.
 
 

CUSIP No. 939640 10 8
Page 4 of 4
 
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following at the end thereof:
 
Exhibit 99.1
Side Letter Agreement between Donald E. Graham and Graham Holdings Company, dated as of June 16, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES

 
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.
 
 
Date:  July 2, 2015 
      
 
By:
/s/ Donald E. Graham  
    Name:  Donald E. Graham