UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Corinthian Colleges, Inc.
(Name of Issuer)
COMMON STOCK, Par Value $0.0001 Per Share
(Title of Class of Securities)
(CUSIP Number)
Veronica Dillon, Esq.
Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
CUSIP No. 218868107
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1
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NAMES OF REPORTING PERSONS
Graham Holdings Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. #53-0182885
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
4,624,166
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8
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SHARED VOTING POWER
None
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9
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SOLE DISPOSITIVE POWER
4,624,166
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,624,166
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14
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TYPE OF REPORTING PERSON
CO
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2
This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 15, 2008 (the “Original Statement”), as amended on April 30, 2013 (“Amendment No. 1”), relating to the common stock, par value $0.0001 per share, of Corinthian Colleges, Inc., a Delaware corporation. The Original Statement, as amended by Amendment No. 1, is hereinafter referred to as the “Schedule 13D”. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
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Item 2.
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Identity and Background
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Item 2 of the Schedule 13D is not amended, except in respect of: (i) Schedule A, which is amended and restated as attached hereto, and (ii) paragraph (a), which is amended and restated as follows:
(a) The name of the person filing this statement is Graham Holdings Company, a Delaware corporation (the “Company”).
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Item 5.
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Interest in Securities of the Issuer
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Paragraphs (a)-(e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
(a)-(b) As of the date hereof, the Company owns 4,624,166 shares of Issuer Common Stock. The 4,624,166 shares of Issuer Common Stock constitute 5.3% of the issued and outstanding shares of Issuer Common Stock, based upon disclosure in the Issuer’s most recent Form 10-Q that there were 87,237,498 shares of Issuer Common Stock issued and outstanding as of February 1, 2014. The Company has the sole power to vote and dispose of the 4,624,166 shares of Issuer Common Stock.
(c) Schedule B attached hereto lists all transactions in the Issuer Common Stock during the past 60 days by the Company. To the Company’s knowledge, no person named in Schedule A has effected any transaction in the Issuer Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
3
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: March 11, 2014
| GRAHAM HOLDINGS COMPANY | |||
| By: | /s/ Veronica Dillon | ||
| Name: Veronica Dillon, Esq. | |||
| Title: Senior Vice President, General | |||
| Counsel and Secretary | |||
4
SCHEDULE A
The following is a list of the directors and executive officers of Graham Holdings Company, setting forth the present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, all directors and officers listed below are citizens of the United States.
Board of Directors of Graham Holdings Company
| Name |
Position
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Present Principal Occupation
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Business Address
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Donald E. Graham
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Chairman, Board of Directors;
Chairman, Executive Committee;
Member, Finance Committee
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Chairman, Board of Directors;
Chief Executive Officer, Graham Holdings Company
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Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
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Lee C. Bollinger
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Director; Member,
Compensation Committee
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President, Columbia University
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Columbia University in the City of New York
2960 Broadway
New York, NY 10027
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Christopher C. Davis
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Director;
Member, Audit Committee;
Chairman, Finance Committee;
Member, Executive Committee
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Chairman, Davis Selected Advisers, Inc., an investment counseling firm
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Davis Selected Advisors, Inc.
620 Fifth Avenue
3rd Floor
New York, NY 10017
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Barry Diller
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Director;
Member, Compensation Committee;
Member, Executive Committee;
Member, Finance Committee
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Chairman and Senior Executive, IAC/ InterActiveCorp; Chairman and Senior Executive, Expedia, Inc.
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IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
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Thomas S. Gayner
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Director;
Chairman, Audit Committee;
Member, Finance Committee
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President and Chief Investment Officer, Markel Corporation
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Markel Corporation
4521 Highwoods Parkway
Glenn Allen, VA 23060
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David Goldberg
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Director;
Member, Finance Committee
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Chief Executive Officer, SurveyMonkey
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SurveyMonkey
285 Hamilton Avenue
Suite 500
Palo Alto, CA 94301
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Anne M. Mulcahy
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Director;
Chairman, Compensation Committee;
Member, Executive Committee
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Retired Chairman of the Board and Chief Executive Officer, Xerox Corporation
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Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
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| Name | Position | Present Principal Occupation | Business Address | |||
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Ronald L. Olson
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Director;
Member, Executive Committee
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Attorney, Member of Munger, Tolles & Olson LLP, a law firm
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Munger, Tolles & Olson LLP
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071
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Larry D. Thompson
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Director;
Member, Compensation Committee
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Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc.
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
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G. Richard Wagoner, Jr.
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Director;
Member, Audit Committee
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Retired Chairman of the Board and Chief Executive Officer, General Motors Corporation
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Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
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Katharine Weymouth
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Director;
Member, Finance Committee
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Chief Executive Officer, Washington Post Media; Publisher, The Washington Post
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The Washington Post
1150 15th Street, N.W.
Washington, D.C. 20071
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SCHEDULE A
Executive Officers of Graham Holdings Company
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Name
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Position
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Donald E. Graham
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Chairman of the Board of Directors and Chief Executive Officer
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Wallace R. Cooney
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Vice President-Finance and Chief Accounting Officer
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Veronica Dillon
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Senior Vice President, General Counsel and Secretary
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Hal S. Jones
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Senior Vice President-Finance and Chief Financial Officer
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Ann L. McDaniel
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Senior Vice President-Human Resources
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Gerald M. Rosberg
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Senior Vice President-Planning and Development
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SCHEDULE B
The following sets forth information regarding all transactions by the Company with respect to Issuer Common Stock during the past 60 days. All such transactions were effected in the open market.
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Date Sold
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No. of Shares Sold
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Average Sale Price ($/Share)*
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Transaction Type
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3/5/2014
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318,218
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$1.5538
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Disposition
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3/6/2014
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285,936
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$1.5500
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Disposition
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3/7/2014
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111,146
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$1.5501
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Disposition
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3/10/2014
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274,774
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$1.5500
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Disposition
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3/11/2014
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91,724
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$1.5600
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Disposition
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*Average sale price excludes commissions.