Annual Statement of Changes in Beneficial Ownership (5)

Share Name	Share Symbol	Market	Type
Graham Holdings Company	NYSE:GHC	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	6.87	0.95%	732.68	737.02	730.22	737.02	11,737	01:00:00

Annual Statement of Changes in Beneficial Ownership (5)

14/02/2020 10:06pm

Edgar (US Regulatory)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* O'Shaughnessy Timothy J	2. Issuer Name and Ticker or Trading Symbol Graham Holdings Co [GHC]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) C/O GRAHAM HOLDINGS COMPANY, 1300 NORTH 17TH STREET, SUITE 1700	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2019
(Street) ARLINGTON, VA 22209 (City) (State) (Zip)	4. If Amendment, Date Original Filed(MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock							12642	D
Class B Common Stock	2/22/2018		L5 ⁽¹⁾	2.845	A	$599.5	3384.845	I	Spouse
Class B Common Stock	5/15/2018		L5 ⁽¹⁾	2.871	A	$595.4	3387.716	I	Spouse
Class B Common Stock	8/8/2018		L5 ⁽¹⁾	3.062	A	$559.55	3390.778	I	Spouse
Class B Common Stock	11/17/2018		L5 ⁽¹⁾	2.806	A	$611.94	3393.584	I	Spouse
Class B Common Stock	1/1/2019		A4 ⁽²⁾	1000	A	⁽³⁾	4393.584	I	Spouse
Class B Common Stock	8/8/2019		L ⁽⁴⁾	2.599	A	$692.08	4396.183	I	Spouse
Class B Common Stock	11/17/2019		L ⁽⁴⁾	2.842	A	$634.17	4399.025	I	Spouse
Class B Common Stock							5600	I	Trust for spouse and children ⁽⁵⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock		4/6/2018		J4 ⁽⁷⁾	13941		⁽⁶⁾	⁽⁶⁾	Class B Common Stock		$578.48 ⁽⁷⁾	48626	I	Trust for spouse ⁽⁸⁾
Class A Common Stock							⁽⁶⁾	⁽⁶⁾	Class B Common Stock			2700	I	Spouse

Explanation of Responses:
(1)	Such shares were acquired in a dividend reinvestment plan administered by the reporting person's spouse's broker. The ownership figure is updated by this Form 5 to correct an administrative error in which these transactions were previously reported as shares acquired by the reporting person pursuant to a dividend reinvestment plan rather than by the reporting person's spouse pursuant to a dividend reinvestment plan.
(2)	Such shares were acquired upon the vesting of restricted stock previously awarded to the reporting person's spouse under an incentive plan.
(3)	N/A
(4)	Such shares were acquired in a dividend reinvestment plan administered by the reporting person's spouse's broker.
(5)	The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.
(6)	Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis and have no expiration date.
(7)	This transaction is a private exchange, in which Donald E. Graham exchanged shares of Class A Common Stock to the Trust for Spouse for the equivalent value of Cable One, Inc. Common Stock. The value of Class A Common Stock for the purpose of this transaction is based on the mean of the high and the low prices of Class B Common Stock on March 5, 2018 and the value of Cable One, Inc. Common Stock is based on the mean of the high and the low prices of Cable One, Inc. Common Stock on March 5, 2018. The ownership figure is updated by this Form 5 to correct an administrative error in which this transaction was inadvertently omitted.
(8)	The reporting person is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities. The nature of ownership is updated by this Form 5 to correct an administrative error in which these shares were reported as owned by the reporting person's spouse rather than the Trust for Spouse.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O'Shaughnessy Timothy J C/O GRAHAM HOLDINGS COMPANY 1300 NORTH 17TH STREET, SUITE 1700 ARLINGTON, VA 22209	X		President and CEO

Signatures
/s/ Nichole M. Maddrey for Timothy J. O'Shaughnessy		2/14/2020
^**Signature of Reporting Person		Date

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Annual Statement of Changes in Beneficial Ownership (5)

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Annual Statement of Changes in Beneficial Ownership (5)

14/02/2020 10:06pm

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