UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Graham Holding Company
(Formerly The Washington Post Company)
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
384637104
(CUSIP Number)
December 31,
2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
939640108 |
Page | 2 |
of | 6
pages |
| 1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). International Value Advisers, LLC |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) ☐ | |||||
| (b) ☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 93,630 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| BY OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 110,465 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 110,465 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 2.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA | |||||
Item 1.
(a)
|
Name of Issuer Graham Holding Company | ||
(b)
|
Address of Issuer’s Principal
Executive Offices 1150 15TH STREET NW WASHINGTON, D.C. 20071
|
Item 2.
| (a) | Name of Person Filing International Value Advisers, LLC | |||
| (b) | Address of Principal Business
Office or, if none, Residence 717 Fifth Avenue,
10th Floor New York, NY 10022 |
|||
| (c) | Citizenship Delaware | |||
| (d) | Title of Class of Securities Class B Common Stock | |||
| (e) | CUSIP Number 939640108 |
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
| (c) | ☐ | Insurance company as defined in section 3(a)(l9) of the Act (15 U.S.C. 78c). | ||||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||||
| (e) | ☒ | An investment adviser in accordance with §240.l3d-l(b)(l)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-l(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ☐ | Group, in accordance with §240.l3d-l(b)(1)(ii)(J). |
Page 3 of 5 pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 110,465. | |||
| (b) | Percent of class: 2.3%. | |||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote 93,630. | ||
| (ii) | Shared power to vote or to direct the vote 0. | ||
| (iii) | Sole power to dispose or to direct the disposition of 110,465. | ||
| (iv) | Shared power to dispose or to direct the disposition of 0. |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Item 8.
Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
Page 4
of 5 pages
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
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.
| February 13, 2015 | ||
| Date | ||
| Michael Malafronte | ||
| Signature | ||
| Managing Partner | ||
| Name/Title |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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