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).

 

 

 

 

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 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.

 

 

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CUSIP No. 939640 10 8

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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.

 

 

 

 

 

 

 

 

 

 

 

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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

Mr. Donald E. Graham

Chief Executive Officer

Graham Holdings

1300 North 17^th Street

Suite 1700

Arlington, VA 22209

Dear Mr. Graham:

Reference is made to the Separation and Distribution Agreement, dated as of June 16, 2015 (the “Separation Agreement”), by and between Graham Holdings Company, a Delaware corporation (“Graham”), and Cable One, Inc., a Delaware corporation and a wholly owned subsidiary of Graham (“Cable”).

In consideration of the mutual agreements, provisions and covenants contained in this letter agreement (this “Letter Agreement”), the Separation Agreement and the Ancillary Agreements, Donald E. Graham (“DEG”) hereby agrees as follows:

SECTION 1.01.  Definitions.  For purposes of this Letter Agreement, the following terms have the following meanings.  Capitalized terms not defined in this Letter Agreement have the meanings assigned to them in the Separation Agreement or the TMA.

“GRAT” means each of the Donald E. Graham 2010 GRAT No. 1 under agreement dated September 13, 2010; the Donald E. Graham 2010 GRAT No. 2 under agreement dated September 13, 2010; the Donald E. Graham 2011 GRAT No. 1 under agreement dated October 19, 2011; and any grantor retained annuity trust described in Section 1.02(a)(i).

SECTION 1.02.  Covenant.  (a) During the period that begins on the Distribution Date and ends on (and includes) the second anniversary of the Distribution Date (the “Restricted Period”), DEG will not, and will not agree to, sell, exchange, transfer by gift or otherwise dispose of any of the stock of either Graham or Cable owned by DEG individually or beneficially unless:

(i) the stock is transferred to a grantor retained annuity trust for estate planning purposes in a transaction the motivation, timing and form of which are unrelated to the Distribution; provided, however, the transfer reduces DEG’s percentage interest (by value) in Graham and Cable by approximately the same proportion;

 

 

 

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(ii) the disposition is an annuity payment by a GRAT that reduces the GRAT’s percentage holdings (by value) of Graham and Cable by approximately the same proportion;

(iii) the disposition occurs pursuant to the termination of a GRAT in which each beneficiary receives Graham and Cable stock in approximately the same proportions as the GRAT held Graham and Cable stock prior to its termination; or

(iv) the disposition is of stock owned by the estate of DEG or the disposition is of stock held in a trust and is triggered by the death of DEG or a beneficiary of such trust.

 

If you agree to the foregoing terms and restrictions, please so indicate by executing this Letter Agreement in the space provided below.

 

	Sincerely,
	Graham Holdings Company
	By:	/s/ Hal Jones
	Name:  Hal Jones
	Title:    SVP, Chief Financial Officer