SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Graham Holdings Co (Last) (First) (Middle) 1300 NORTH 17TH STREET (Street) ARLINGTON VA 22209 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2015	3. Issuer Name and Ticker or Trading Symbol SmartPros Ltd. [ SPRO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	1,428,094(2)(3)(4)	I(2)(3)(4)	See Footnotes(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This form is filed on behalf of Graham Holdings Company, ("GHC"), Kaplan, Inc. a Delaware corporation ("Kaplan"), Iowa College Acquisition, LLC, a Delaware limited liability company ("Iowa"), DF Institute, LLC d/b/a Kaplan Professional Education, an Illinois limited liability company ("DFI") and SPL Merger Corp., a Delaware corporation ("Merger Sub" and together with GCH, Kaplan, Iowa and DFI, the "Reporting Persons"). GHC is the direct parent of Kaplan, which is the direct parent of Iowa, which is the direct parent of DFI, which is the direct parent of Merger Sub.

2. The Reporting Persons are filing this Form 3 solely due to the entry into of the Support Agreements (the "Support Agreements") by and among DFI, SmartPros Ltd. ("SmartPros") and certain stockholders of SmartPros. The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 21, 2015, by and among DFI, Merger Sub and SmartPros.

3. As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of SmartPros' common stock covered by the Support Agreements (an aggregate of 1,428,094 shares, which represents approximately 29.9% of SmartPros' total outstanding shares based on 4,601,241 shares reported outstanding as of October 20, 2015 (as represented by SmartPros in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

4. The Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities reported in this Form 3. For additional information regarding the Support Agreements and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 2, 2015.

	/s/ Hal S. Jones, Senior Vice President-Finance, Chief Financial Officer, Graham Holdings Company	11/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99.1 – Joint Filer Information

 

Designated Filer: Graham Holdings Company

Issuer & Ticker Symbol: SmartPros Ltd. [SPRO]

Date of Event Requiring Statement: October 21, 2015

 

Joint Filers:

 

1.	Name:	Graham Holdings Company
	Address:	1300 North 17th Street, Arlington, Virginia, 22209
2.	Name:	Kaplan, Inc.
	Address:	6301 Kaplan University Ave. Fort Lauderdale, FL  33309
3.	Name:	Iowa College Acquisition, LLC
	Address:	550 West Van Buren St, Chicago, IL 60607
4.	Name:	DF Institute, LLC
	Address:	332 Front Street, Suite 500, La Crosse, WI 54601
5.	Name:	SPL Merger Corp.
	Address:	750 Third Avenue, 8th Floor, New York, NY 10017

 

Exhibit 99.2 – Joint Filers’ Signatures

 

Designated Filer: Graham Holdings Company

Issuer & Ticker Symbol: SmartPros Ltd. [SPRO]

Date of Event Requiring Statement: October 21, 2015

 

	Graham Holdings Company
	By:  /s/ Hal S. Jones                               Name:  Hal S. Jones Title: Senior Vice President–Finance, Chief Financial Officer Date:  November 2, 2015
	Kaplan, Inc.
	By:  /s/ Christopher Neumann                Name: Christopher Neumann Title:  Vice President & Assistant Secretary Date:  November 2, 2015
	Iowa College Acquisition, LLC
	By:  /s/ Christopher Neumann                Name: Christopher Neumann Title:  Assistant Secretary Date:  November 2, 2015
	DF Institute, LLC
	By:  /s/ Christopher Neumann                Name: Christopher Neumann Title: Assistant Secretary Date:  November 2, 2015
	SPL Merger Corp.
	By:  /s/ Christopher Neumann                Name: Christopher Neumann Title:  Assistant Secretary Date:  November 2, 2015