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