0001181431-14-026041.txt : 20140702 0001181431-14-026041.hdr.sgml : 20140702 20140702180910 ACCESSION NUMBER: 0001181431-14-026041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140702 DATE AS OF CHANGE: 20140702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Graham Holdings Co CENTRAL INDEX KEY: 0000104889 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 530182885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1150 15TH ST NW CITY: WASHINGTON STATE: DC ZIP: 20071 BUSINESS PHONE: 2023346000 MAIL ADDRESS: STREET 1: 1150 15TH ST NW CITY: WASHINGTON STATE: DC ZIP: 20071 FORMER COMPANY: FORMER CONFORMED NAME: WASHINGTON POST CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BUFFETT WARREN E CENTRAL INDEX KEY: 0000315090 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06714 FILM NUMBER: 14958085 BUSINESS ADDRESS: STREET 1: 3555 FARNAM ST STREET 2: STE 1440 CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 402-346-1400 MAIL ADDRESS: STREET 1: 3555 FARNAM ST STREET 2: STE 1440 CITY: OMAHA STATE: NE ZIP: 68131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NATIONAL INDEMNITY CO CENTRAL INDEX KEY: 0000314943 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06714 FILM NUMBER: 14958086 BUSINESS ADDRESS: STREET 1: 3024 HARNEY ST CITY: OMAHA STATE: NE ZIP: 68131-3580 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 3024 HARNEY ST CITY: OMAHA STATE: NE ZIP: 68131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06714 FILM NUMBER: 14958087 BUSINESS ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 FORMER NAME: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 4 1 rrd412723.xml X0306 4 2014-06-30 1 0000104889 Graham Holdings Co GHC 0001067983 BERKSHIRE HATHAWAY INC 3555 FARNAM STREET OMAHA NE 68131 0 0 0 1 Former 10% Owner 0000314943 NATIONAL INDEMNITY CO 3024 HARNEY STREET OMAHA NE 68131 0 0 0 1 Former 10% Owner 0000315090 BUFFETT WARREN E 3555 FARNAM STREET OMAHA NE 68131 0 0 0 1 Former 10% Owner Class B Common Stock 2014-06-30 4 J 0 1618637 D 109128 I See footnote (4) Class B Common Stock 2014-06-30 4 J 0 1553 D 107575 I See footnote (4) 1,618,637 shares of Class B Common Stock were disposed of pursuant to that certain Exchange Agreement (the "Exchange Agreement"), dated as of April 10, 2014, by and among Berkshire Hathaway Inc. ("Berkshire"), National Indemnity Company ("NICO"), National Fire & Marine Insurance Company ("NFMIC"), Berkshire Hathaway Homestate Insurance Company, Graham Holdings Company (the "Issuer"), and Miami Station Split Co. In exchange for 1,618,637 shares of Class B Common Stock, Berkshire acquired a wholly-owned subsidiary of the Issuer owning (i) WPLG, a Miami-based television station, (ii) 2,107 shares of Berkshire Class A common stock and 1,278 shares of Berkshire Class B common stock previously held by the Issuer and (iii) $327,717,816 (such transaction, the "Exchange"). In connection with the Exchange, NICO separately acquired certain interests in a related entity in exchange for 1,553 shares of Class B Common Stock. All of the shares of Class B Common Stock transferred pursuant to the reported transactions were owned by NICO, a subsidiary of Berkshire. Of the 107,575 shares owned after these transactions, (i) 59,410 shares are owned by NICO and (ii) 48,165 shares are owned by NFMIC, a subsidiary of Berkshire. As Berkshire is in the chain of ownership of these subsidiaries, it may be deemed presently to both beneficially own and have a pecuniary interest in all shares of Class B Common Stock presently owned by each such subsidiary. Warren E. Buffett, as controlling shareholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, the shares presently owned by each such subsidiary. Mr. Buffett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. /s/ Warren E. Buffett (on behalf of himself and each other reporting person hereunder) 2014-07-02