0001140361-15-034901.txt : 20150911
0001140361-15-034901.hdr.sgml : 20150911
20150911172607
ACCESSION NUMBER: 0001140361-15-034901
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150909
FILED AS OF DATE: 20150911
DATE AS OF CHANGE: 20150911
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Barnes & Noble Education, Inc.
CENTRAL INDEX KEY: 0001634117
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
IRS NUMBER: 460599018
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0430
BUSINESS ADDRESS:
STREET 1: 120 MOUNTAIN VIEW BOULEVARD
CITY: BASKING RIDGE
STATE: NJ
ZIP: 07920
BUSINESS PHONE: 908-991-2665
MAIL ADDRESS:
STREET 1: 120 MOUNTAIN VIEW BOULEVARD
CITY: BASKING RIDGE
STATE: NJ
ZIP: 07920
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ABRAMS CAPITAL, LLC
CENTRAL INDEX KEY: 0001112443
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 151103996
BUSINESS ADDRESS:
STREET 1: 222 BERKELEY ST., 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 6176466100
MAIL ADDRESS:
STREET 1: 222 BERKELEY ST., 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: ABRAMS CAPITAL LLC
DATE OF NAME CHANGE: 20000420
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ABRAMS CAPITAL MANAGEMENT, LLC
CENTRAL INDEX KEY: 0001165407
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 151103997
BUSINESS ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 6176466100
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: PAMET CAPITAL MANAGEMENT LLC
DATE OF NAME CHANGE: 20020117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Abrams David C
CENTRAL INDEX KEY: 0001292250
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 151103994
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Abrams Capital Partners II, L.P.
CENTRAL INDEX KEY: 0001292420
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 151103995
BUSINESS ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-646-6100
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ABRAMS CAPITAL MANAGEMENT, L.P.
CENTRAL INDEX KEY: 0001358706
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 151103998
BUSINESS ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-646-6100
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: PAMET CAPITAL MANAGEMENT, LP
DATE OF NAME CHANGE: 20060407
4
1
doc1.xml
FORM 4
X0306
4
2015-09-09
0
0001634117
Barnes & Noble Education, Inc.
BNED
0001358706
ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON
MA
02116
0
0
1
0
0001165407
ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON
MA
02116
0
0
1
0
0001112443
ABRAMS CAPITAL, LLC
222 BERKELEY STREET
21ST FLOOR
BOSTON
MA
02116
0
0
1
0
0001292420
Abrams Capital Partners II, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON
MA
02116
0
0
1
0
0001292250
Abrams David C
222 BERKELEY STREET
21ST FLOOR
BOSTON
MA
02116
0
0
1
0
Common Stock
2015-09-09
4
P
0
224800
12.9119
A
6525569
I
See Footnotes
Common Stock
2015-09-10
4
P
0
14846
12.8333
A
6540415
I
See Footnotes
Common Stock
2015-09-11
4
P
0
138750
12.7133
A
6679165
I
See Footnotes
Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $12.8981 to $12.96 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $12.75 to $12.8535 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $12.7124 to $12.7366 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.
Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of private investment funds, including Abrams Capital Partners II, L.P. ("ACP II"), for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and the LLC. Mr. Abrams is the managing member of Abrams Capital and the LLC.
Each Reporting Person disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
Of the shares purchased on September 9, 2015, 181,071 shares are held for the account of ACP II, 212,736 shares may be deemed beneficially owned by Abrams Capital and all of such shares may be deemed beneficially owned by Mr. Abrams, the LP and the LLC.
Of the shares purchased on September 10, 2015, 11,957 shares are held for the account of ACP II, 14,049 shares may be deemed beneficially owned by Abrams Capital and all of such shares may be deemed beneficially owned by Mr. Abrams, the LP and the LLC.
Of the shares purchased on September 11, 2015, 111,761 shares are held for the account of ACP II, 131,304 shares may be deemed beneficially owned by Abrams Capital and all of such shares may be deemed beneficially owned by Mr. Abrams, the LP and the LLC. As of September 11, 2015, 5,379,813 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 6,320,516 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.
/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member
2015-09-11
/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member
2015-09-11
/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member
2015-09-11
/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member
2015-09-11
/s/ David C. Abrams
2015-09-11