sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 Corinthian Colleges, Inc.
(Name of Issuer)
 
 COMMON STOCK, Par Value $0.0001 Per Share
(Title of Class of Securities)
 
 218868107
(CUSIP Number)
 
Veronica Dillon, Esq.
Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 11, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].
 
 
 
 
 
 
 
 
CUSIP No.  218868107
 
1
NAMES OF REPORTING PERSONS
Graham Holdings Company
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. #53-0182885
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ¨                           (b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
4,624,166
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,624,166
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,624,166
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
2
 
 
 
This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 15, 2008 (the “Original Statement”), as amended on April 30, 2013 (“Amendment No. 1”), relating to the common stock, par value $0.0001 per share, of Corinthian Colleges, Inc., a Delaware corporation.  The Original Statement, as amended by Amendment No. 1, is hereinafter referred to as the “Schedule 13D”.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
 
Item 2.
Identity and Background
 
Item 2 of the Schedule 13D is not amended, except in respect of: (i) Schedule A, which is amended and restated as attached hereto, and (ii) paragraph (a), which is amended and restated as follows:

(a) The name of the person filing this statement is Graham Holdings Company, a Delaware corporation (the “Company”).
 
Item 5.
Interest in Securities of the Issuer
 
Paragraphs (a)-(e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
 
(a)-(b) As of the date hereof, the Company owns 4,624,166 shares of Issuer Common Stock.  The 4,624,166 shares of Issuer Common Stock constitute 5.3% of the issued and outstanding shares of Issuer Common Stock, based upon disclosure in the Issuer’s most recent Form 10-Q that there were 87,237,498 shares of Issuer Common Stock issued and outstanding as of February 1, 2014.  The Company has the sole power to vote and dispose of the 4,624,166 shares of Issuer Common Stock.
 
(c) Schedule B attached hereto lists all transactions in the Issuer Common Stock during the past 60 days by the Company.  To the Company’s knowledge, no person named in Schedule A has effected any transaction in the Issuer Common Stock during the past 60 days.
 
(d) Not applicable.
 
(e) Not applicable.
 
 
 
 
3
 
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: March 11, 2014
 
  GRAHAM HOLDINGS COMPANY   
       
  By:  /s/ Veronica Dillon   
    Name:  Veronica Dillon, Esq.  
    Title:    Senior Vice President, General  
         Counsel and Secretary  
 
 
 
 
 
4
 
 
 
SCHEDULE A
 
 
The following is a list of the directors and executive officers of Graham Holdings Company, setting forth the present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment is conducted for each such person.  Unless otherwise indicated, all directors and officers listed below are citizens of the United States.
 
Board of Directors of Graham Holdings Company
 
Name  
Position
  
Present Principal Occupation
  
Business Address
             
Donald E. Graham
  
Chairman, Board of Directors;
Chairman, Executive Committee;
Member, Finance Committee
  
Chairman, Board of Directors;
Chief Executive Officer, Graham Holdings Company
  
Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
             
Lee C. Bollinger
  
Director; Member,
Compensation Committee
  
President, Columbia University
  
Columbia University in the City of New York
2960 Broadway
New York, NY 10027
             
Christopher C. Davis
  
Director;
Member, Audit Committee;
Chairman, Finance Committee;
Member, Executive Committee
  
Chairman, Davis Selected Advisers, Inc., an investment counseling firm
  
Davis Selected Advisors, Inc.
620 Fifth Avenue
3rd Floor
New York, NY 10017
             
Barry Diller
  
Director;
Member, Compensation Committee;
Member, Executive Committee;
Member, Finance Committee
  
Chairman and Senior Executive, IAC/ InterActiveCorp; Chairman and Senior Executive, Expedia, Inc.
  
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
             
Thomas S. Gayner
  
Director;
Chairman, Audit Committee;
Member, Finance Committee
  
President and Chief Investment Officer, Markel Corporation
  
Markel Corporation
4521 Highwoods Parkway
Glenn Allen, VA 23060
             
David Goldberg
  
Director;
Member, Finance Committee
  
Chief Executive Officer, SurveyMonkey
  
SurveyMonkey
285 Hamilton Avenue
Suite 500
Palo Alto, CA 94301
             
Anne M. Mulcahy
  
Director;
Chairman, Compensation Committee;
Member, Executive Committee
  
Retired Chairman of the Board and Chief Executive Officer, Xerox Corporation
  
Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
 
 
 
 
 
 
 
Name   Position   Present Principal Occupation   Business Address
Ronald L. Olson
  
Director;
Member, Executive Committee
  
Attorney, Member of Munger, Tolles & Olson LLP, a law firm
  
Munger, Tolles & Olson LLP
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071
             
Larry D. Thompson
  
Director;
Member, Compensation Committee
  
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc.
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
             
G. Richard Wagoner, Jr.
  
Director;
Member, Audit Committee
  
Retired Chairman of the Board and Chief Executive Officer, General Motors Corporation
  
Graham Holdings Company
1150 15th Street, N.W.
Washington, D.C. 20071
             
Katharine Weymouth
  
Director;
Member, Finance Committee
  
Chief Executive Officer, Washington Post Media; Publisher, The Washington Post
  
The Washington Post
1150 15th Street, N.W.
Washington, D.C. 20071
 
 
 
 
 
 
 
 
 
SCHEDULE A
 
 
Executive Officers of Graham Holdings Company
 
Name
  
Position
     
Donald E. Graham
  
Chairman of the Board of Directors and Chief Executive Officer
     
Wallace R. Cooney
  
Vice President-Finance and Chief Accounting Officer
     
Veronica Dillon
  
Senior Vice President, General Counsel and Secretary
     
Hal S. Jones
  
Senior Vice President-Finance and Chief Financial Officer
     
Ann L. McDaniel
  
Senior Vice President-Human Resources
     
Gerald M. Rosberg
  
Senior Vice President-Planning and Development
 


 
 

 
 
 
 
 
 
SCHEDULE B


The following sets forth information regarding all transactions by the Company with respect to Issuer Common Stock during the past 60 days.  All such transactions were effected in the open market.

Date Sold
No. of Shares Sold
Average Sale Price ($/Share)*
Transaction Type
       
3/5/2014
318,218
$1.5538
Disposition
       
3/6/2014
285,936
$1.5500
Disposition
       
3/7/2014
111,146
$1.5501
Disposition
       
3/10/2014
274,774
$1.5500
Disposition
       
3/11/2014
  91,724
$1.5600
Disposition
       

*Average sale price excludes commissions.