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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
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STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in the following two tables relates to each person who, on February 1, 2017, was a “beneficial owner” (as defined under the proxy rules of the Securities and Exchange Commission) of more than 5% of the Company’s Class A or Class B Stock and to the stock holdings of Directors and officers. Under the proxy rules, a person is deemed to be the “beneficial owner” of stock if such person has (or shares) either investment power or voting power over such stock or has (or shares) the right to acquire such stock within 60 days by any of a number of means, including the conversion of another security that is convertible into such stock. A substantial number of shares of the Company’s Class A and Class B Common Stock are held in trusts or subject to other agreements that provide for the sharing of investment power, voting power or both among several persons, each of whom is deemed by the Securities and Exchange Commission to be a “beneficial owner” of the shares so held. Furthermore, in many cases, such persons do not include the beneficiary of the trust who, although not deemed to be a “beneficial owner” in the absence of voting or investment power over the shares, is nevertheless shown below as a “beneficial owner” because of the beneficiary’s economic interest in the shares. In addition, since all of the shares of Class A Stock are convertible at the option of the holder into Class B Stock on a share-for-share basis, each “beneficial owner” of shares of Class A Stock is deemed by the Securities and Exchange Commission to be a “beneficial owner” of the same number of shares of Class B Stock. In indicating below a person’s “beneficial ownership” of shares of Class B Stock, it has been assumed that such person has converted into Class B Stock all shares of Class A Stock of which such person is a “beneficial owner.” For these reasons, there is very substantial duplication in the numbers of shares and percentages shown in the following table.

Principal Holders of Stock

 

     Shares (%)

Name and Address of Beneficial Owner

   Class A Stock        Class B Stock

Donald E. Graham (a)

   948,954 (98.4%)      1,116,811 (20.0%)*

1300 North 17th Street, Suite 1700

       

Arlington, VA

       

Elizabeth G. Weymouth (b)

   237,625 (24.6%)      **

1300 North 17th Street, Suite 1700

       

Arlington, VA

       

Daniel L. Mosley (c)

   899,360 (93.3%)      957,829 (17.1%)*

825 Eighth Avenue

       

New York, NY

       

Southeastern Asset Management (d)

        768,371 (16.5%)

6410 Poplar Avenue, Suite 900

       

Memphis, TN

       

The Vanguard Group (e)

        332,702 (7.15%)

100 Vanguard Boulevard

       

Malvern, PA

       

Schroder Investment Management North America Inc. (f)

        322,565 (5.7%)

875 Third Avenue, 22nd Floor

       

New York, NY

       

BlackRock, Inc. (g)

        345,922 (7.4%)

55 East 52nd Street

       

New York, NY

       

 

* The calculations set forth in this table relating to percentage ownership of Class B Stock for Messrs. Graham and Mosley include shares of Class B Stock issuable upon conversion of shares of Class A Common Stock.

** Less than 5%.

 

(a) According to information as of February 1, 2017, and available to the Company, Mr. Donald Graham has voting and investment power with respect to shares of Class A Stock as follows: sole voting and investment power, 694,451 (72.0%); and shared voting and investment power, 254,503 (26.4%) shares.

Mr. Graham also has voting and investment power with respect to shares of Class B Stock as follows: 110,662 (1.2%) shares; shared voting and investment power 60,282 (1.1%) shares; and 948,954 (16.8%) shares issuable upon conversion of shares of Class A Stock deemed to be beneficially owned by Mr. Graham.

The holdings of Class B Stock recorded for Mr. Graham also include shares of 107,575 Class B Stock owned by subsidiaries of Berkshire Hathaway Inc. (“Berkshire”), which have the sole investment power of the shares; sole voting power is held by Mr. Donald Graham under an agreement dated February 25, 1977, and amended and extended on September 13, 1985, May 15, 1996, and July 6, 2006, which terminated on February 24, 2017.

 

(b) According to information as of February 1, 2017, and available to the Company, Mrs. Elizabeth Weymouth has voting and investment power with respect to shares of Class A Stock as follows: shared voting and investment power, 168,000 (17.4%) shares. In addition, Mrs. Weymouth, as the beneficiary of a trust (even though she has no voting or investment power with respect thereto), is deemed to be the beneficial owner of 69,625 (7.2%) shares of Class A Stock. The holdings of Class B Stock recorded for Mrs. Weymouth, including shares issuable upon conversion of shares of Class A Stock deemed to be beneficially owned by Mrs. Weymouth, are less than 5%.

 

(c)

According to information as of February 1, 2017, and available to the Company, Mr. Daniel Mosley, as a trustee of various trusts, has voting and investment power with respect to shares of Class A Stock as follows: shared voting and investment power, 899,360 (93.3%) shares. In addition, Mr. Mosley

 

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