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SC 13G/A
SOUTHEASTERN ASSET MANAGEMENT INC/TN/ filed this Form SC 13G/A on 02/13/2018
Entire Document
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  SCHEDULE 13G
                   Under the Securities Exchange Act of 1934

                               (Amendment No. 12)*

                           Graham Holdings Company
                    (formerly The Washington Post Company)

            ________________________________________________________
                                (Name of Issuer)


                              Class B Common Stock
            _______________________________________________________
                        (Title of Class and Securities)

                                   384637104
            _______________________________________________________

                     (CUSIP Number of Class of Securities)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

/X/	Rule 13d-1(b)
/ /	Rule 13d-1(c)
/ /	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a

reporting person's initial filing on this form with respect to the

subject class of securities, and for any subsequent amendment

containing information which would alter the disclosures provided

in a prior page.


The information required in the remainder of this cover page shall

not be deemed to be "filed" for the purpose of Section 18 of the

Securities Exchange Act of 1934 ("Act") or otherwise subject to the

liabilities of that section of the Act but shall be subject to all

other provisions of the Act (however, see the Notes).


                  (Continued on following page(s))






CUSIP No. 384637104                                      13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :        212,789 shares
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED OR NO VOTING POWER

                                            428,000 shares (Shared)
                                             46,693 shares (No Vote)
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER
                                        (Discretionary Accounts)
                                   :        259,482 shares
                                   __________________________________________
                                   : (8) SHARED OR NO DISPOSITIVE POWER

                                   :        428,000 shares (Shared)
                                                  0 shares (None)
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      (Discretionary & Non-discretionary Accounts)

       687,482 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES 
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       15.1 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IA
_____________________________________________________________________________



CUSIP No. 384637104						13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
 	Longleaf Partners Small-Cap Fund		I.D. No. 62-1376170
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts Business Trust
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED VOTING POWER

                                        428,000  
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER
                                        
                                   :    None
                                   __________________________________________
                                   : (8) SHARED OR NO DISPOSITIVE POWER

                                   :    428,000 (Shared) 
                                   :    None         
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      428,000 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       9.4 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IV
_____________________________________________________________________________



CUSIP No.  384637104                                   13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. XXX-XX-XXXX
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED VOTING POWER

                                   :    None
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER

                                   :    None
                                   __________________________________________
                                   : (8) SHARED DISPOSITIVE POWER

                                   :    None
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       None (See Item 3)
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IN
_____________________________________________________________________________




Item 1.

     (a). Name of Issuer: Graham Holdings Company (formerly The
          Washington Post Company) ("Issuer")

     (b). Address of Issuer's Principal Executive Offices:

          1300 North 17th Street
          Arlington, Virginia 22209


Item 2.

     (a) and (b). Names and Principal Business Addresses of Persons
         Filing:
      
      (1)      Southeastern Asset Management, Inc.
               6410 Poplar Ave., Suite 900
               Memphis, TN 38119

      (2)      Longleaf Partners Small-Cap Fund
               c/o Southeastern Asset Management, Inc.          
               6410 Poplar Avenue, Suite 900
               Memphis, TN, 38119

      (2)      Mr. O. Mason Hawkins
               Chairman of the Board and C.E.O.
               Southeastern Asset Management, Inc.
               6410 Poplar Ave., Suite 900
               Memphis, TN 38119

     (c). Citizenship:

          Southeastern Asset Management, Inc. - A Tennessee corporation
          
          Longleaf Partners Small-Cap Fund, a series of Longleaf Partners
          Funds Trust, a Massachusetts business trust.
          
          Mr. O. Mason Hawkins - U.S. Citizen

     (d). Title of Class of Securities:  Class B Common Stock (the
          "Securities").

     (e). Cusip Number:  384637104


Item 3.  If this statement is filed pursuant to Rules 13d-1 (b) or
         13d-2 (b), check whether the person filing is a:

    (d). Investment Company registered under Sec. 8 of the Investment 
         Company Act - Longleaf Partners Small-Cap Fund, a series of 
         Longleaf Partners Funds Trust.

    (e). Investment Adviser registered under Section 203 of the 
         Investment Advisers Act of 1940.  This statement is being filed
         by Southeastern Asset Management, Inc. as a registered investment 
         adviser. All of the securities covered by this report are owned 
         legally by Southeastern's investment advisory clients and none 
         are owned directly or indirectly by Southeastern.  As permitted 
         by Rule 13d-4, the filing of this statement shall not be construed 
         as an admission that Southeastern Asset Management, Inc. is the 
         beneficial owner of any of the securities covered by this statement.

   (g).  Parent Holding Company.  This statement is also being filed by 
         Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of 
         Southeastern Asset Management, Inc. in the event he could be 
         deemed to be a controlling person of that firm as the result of 
         his official positions with or ownership of its voting securities. 
         The existence of such control is expressly disclaimed.  Mr. Hawkins 
         does not own directly or indirectly any securities covered by 
         this statement for his own account.  As permitted by Rule 13d-4, 
         the filing of this statement shall not be construed as an admission 
         that Mr. Hawkins is the beneficial owner of any of the securities 
         covered by this statement.


Item 4. Ownership:

     (a). Amount Beneficially Owned: (At 12/31/17)
          687,482 shares

     (b). Percent of Class:
          15.1 %

          Above percentage is based on 4,567,815 shares of Class B Common
          Stock outstanding.

     (c). Number of shares as to which such person has:

          (i).   sole power to vote or to direct the vote:

                 212,789 shares

          (ii).  shared or no power to vote or to direct the vote:

                 Shared - 428,000 shares.
                 Securities owned by the following series of Longleaf
                 Partners Funds Trust, an open-end management
                 investment company registered under the Investment
                 Company Act of 1940, as follows:

                 Longleaf Partners Small Cap Fund - 428,000

                 No Power to Vote - 46,693 

          (iii). sole power to dispose or to direct the disposition
                 of:

                 259,482 shares

          (iv).  shared or no power to dispose or to direct the
                 disposition of:

                 Shared - 428,000 shares
                 Securities owned by the following series of Longleaf
                 Partners Funds Trust, an open-end management
                 investment company registered under the Investment
                 Company Act of 1940, as follows:

                 Longleaf Partners Small Cap Fund - 428,000
 
                 No Power - 0 shares. 


Item 5. Ownership of Five Percent or Less of a Class:  N/A


Item 6. Ownership of More Than Five Percent on Behalf of Another
        Person:  N/A


Item 7. Identification and Classification of the Subsidiary Which
        Acquired the Security Being Reported on By the Parent
        Holding Company:  N/A


Item 8. Identification and Classification of Members of the Group:
        N/A


Item 9. Notice of Dissolution of Group:  N/A


Item 10. Certification:


By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.



                            Signatures

After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.

Dated: February 13, 2018


                              Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel
                              
                              Longleaf Partners Small-Cap Fund
                              
                              By: Southeastern Asset Management, Inc.
                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll 
                              Vice President and General Counsel

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________



                       Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of February 13, 2018.

                   
                              Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              Longleaf Partners Small-Cap Fund
                              By: Southeastern Asset Management, Inc.
                              By /s/ Andrew R. McCarroll 
                              _______________________________________________
                              Andrew R. McCarroll 
                              Vice President and General Counsel

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________
                              


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WPO13G12.doc	
SCHEDULE 13G - Graham Holdings Company ("Issuer")
Amendment #12
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WPO13G12.doc