0001140361-17-046560.txt : 20171218 0001140361-17-046560.hdr.sgml : 20171218 20171218172211 ACCESSION NUMBER: 0001140361-17-046560 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171214 FILED AS OF DATE: 20171218 DATE AS OF CHANGE: 20171218 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: 171262228 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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: 171262230 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 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: 171262229 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, 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: 171262231 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 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: 171262232 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 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: 0429 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 4 1 doc1.xml FORM 4 X0306 4 2017-12-14 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, par value $0.01 ("Common Stock") 2017-12-14 4 S 0 100041 8.4513 D 6911193 I See Footnotes Common Stock 2017-12-15 4 S 0 85292 8.2593 D 6825901 I See Footnotes Common Stock 2017-12-18 4 S 0 54409 8.5854 D 6771492 I See Footnotes Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $8.3578 to $8.5538 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 sold 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 of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, 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 sold on December 14, 2017, 80,597 shares were held for the account of ACP II, 94,674 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. Of the shares sold on December 15, 2017, 68,716 shares were held for the account of ACP II, 80,717 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. Of the shares sold on December 18, 2017, 43,835 shares were held for the account of ACP II, 51,490 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. As of December 18, 2017, 5,455,427 of the shares reported herein are held for the account of ACP II, Abrams Capital may be deemed to beneficially own 6,408,203 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 2017-12-18 /s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 2017-12-18 /s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 2017-12-18 /s/ David C. Abrams 2017-12-18 /s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member 2017-12-18