Statement of Changes in Beneficial Ownership (4)
July 26 2017 - 5:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
GRAHAM DONALD
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2. Issuer Name
and
Ticker or Trading Symbol
Cable One, Inc.
[
CABO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GRAHAM HOLDINGS COMPANY, 1300 NORTH 17TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/24/2017
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(Street)
ARLINGTON, VA 22209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock; par value $0.01
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7/24/2017
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P
(3)
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24561
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A
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$742.52
(3)
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271546
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D
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Common Stock; par value $0.01
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59241
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I
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Grantor Retained Annuity Trust
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Common Stock; par value $0.01
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3087
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I
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Revocable Trust
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Common Stock; par value $0.01
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218193
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I
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Trusts for Siblings
(1)
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Common Stock; par value $0.01
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7/24/2017
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S
(3)
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24561
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D
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$742.52
(3)
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27187
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I
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Trusts for Children
(1)
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Common Stock; par value $0.01
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2844
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I
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Trusts for Children of Siblings
(1)
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Common Stock; par value $0.01
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5000
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I
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Trusts for Third Party
(1)
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Common Stock; par value $0.01
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388225
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I
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Beneficiary of Trusts
(1)
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Common Stock; par value $0.01
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15
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I
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By spouse
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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.
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(2)
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The reporting person disclaims beneficial ownership of the reported securities.
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(3)
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This transaction is a private sale and purchase between the Trusts for Children and the reporting person, in which the Trusts for Children are selling shares of Common Stock to the reporting person for the equivalent value of Graham Holdings Company Class A Common Stock, with fractional shares of Graham Holdings Company Class A being settled in cash. The reporting person has indirect beneficial ownership of the Trusts for Children, and as such this is a change in form of beneficial ownership. The value of Common Stock for the purpose of this transaction is based on the mean of the high and the low price of Common Stock on July 24, 2017 and the value of Graham Holdings Company Class A Common Stock is based on the mean of the high and the low price of Graham Holdings Company Class B Common Stock on July 24, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GRAHAM DONALD
C/O GRAHAM HOLDINGS COMPANY
1300 NORTH 17TH STREET
ARLINGTON, VA 22209
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X
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Signatures
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/s/ Nicole M. Maddrey for Donald E. Graham
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7/26/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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