Amendment: SEC Form SC 13D/A filed by Graham Holdings Company

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”), June 10, 2015 (“Amendment No. 18”), July 1, 2015 (“Amendment No. 19”), November 12, 2015 (“Amendment No. 20”) and March 15, 2018 (“Amendment No. 21”), 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, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21 and Amendment No. 22, is hereinafter referred to as the “Schedule 13D”. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

The amendment to the Schedule 13D is as follows:

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of Schedule 13D is hereby deleted in its entirety and substituted by the following:

Interests of Mr. Graham:

As of September 3, 2024, Mr. Graham was the beneficial owner (as determined in accordance with Rule 13d-3(a), (c) and (d) under the Act) of 561,102 shares of Class B Common Stock of the Company, constituting approximately 14.1% of such shares then outstanding (as determined in accordance with Rule 13d-3(d)(1) under the Act). Such beneficial ownership was as set forth in paragraphs (a) through (l) below. Except as to the extent of: (A) his sole fiduciary voting and investment power with respect to the shares held in the trusts referred to in paragraphs (d), (h) and (i) below, (B) his shared fiduciary voting and investment power with respect to the shares held in the trusts referred to in paragraphs (j) and (k) below and (C) his shared voting and investment power with respect to shares held by his spouse referred to in paragraph (l) below, Mr. Graham has no beneficial interest, and expressly disclaims any beneficial interest, in the shares referred to in such paragraphs (d) and (h) through (l).

(a) 150,469 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 a revocable trust for the benefit of Mr. Graham. Mr. Graham, as settlor, had sole voting and dispositive power with respect to such shares. Mr. Graham has the right to revoke such trust at any time.

(b) 96,000 shares of Class A Common Stock, held in a trust for the benefit of Mr. Graham. Mr. Graham, as a trustee with a casting vote, had sole voting and investment power with respect to such shares.

(c) 79,395 shares of Class A Common Stock, held in a trust for the benefit of Mr. Graham. Mr. Graham, as a trustee with a casting vote, had sole voting and investment power with respect to such shares.

(d) 7,617 shares of Class A Common Stock, held in a trust for the benefit of another. Mr. Graham, as a trustee with a casting vote, had sole voting and investment power with respect to such shares.

(e) 116,830 shares of Class A Common Stock, held in a trust for the benefit of Mr. Graham. Mr. Graham, as a trustee, had shared investment power with respect to such shares with Daniel L. Mosley, the other trustee.

(f) 96,000 shares of Class A Common Stock, held in a trust for the benefit of Mr. Graham. Mr. Graham, as a trustee, had shared investment power with respect to such shares with Mr. Mosley and Elizabeth G. Weymouth, the other trustees.

(g) 3,087 shares of Class B Common Stock held in a revocable trust for the benefit of Mr. Graham. Mr. Graham, as settlor, had sole voting and dispositive power with respect to such shares. Mr. Graham has the right to revoke such trust at any time.

(h) 522 shares of Class B Common Stock, held in a trust for the benefit of another. Mr. Graham, as a trustee with a casting vote, had sole voting and investment power with respect to such shares.

(i) 522 shares of Class B Common Stock, held in a trust for the benefit of another. Mr. Graham, as a trustee with a casting vote, had sole voting and investment power with respect to such shares.

(j) 5,000 shares of Class B Common Stock, held in a trust for the benefit of another. Mr. Graham, as a trustee, had shared voting and investment power with respect to such shares with Mr. Mosley, the other trustee.

(k) 5,600 shares of Class B Common Stock, held in a trust for the benefit of another. Mr. Graham, as a trustee, had shared voting and investment power with respect to such shares with Timothy O’Shaughnessy, the other trustee.

(l) 60 shares of Class B Common Stock, held by Mr. Graham’s spouse. Mr. Graham, as a spouse, had shared voting and investment power with respect to such shares.

Effective September 3, 2024, Mr. Graham and Mr. Mosley, as trustees, transferred voting power with respect to 212,830 shares held in trusts for Mr. Graham’s benefit to Mr. Graham’s daughter, Laura O’Shaughnessy, by virtue of a revocable proxy.