UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| Barnes & Noble Education, Inc. |
| (Name of Issuer) |
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Common Stock, $.01 par value per share |
| (Title of Class of Securities) |
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06777U101 |
| (CUSIP Number) |
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| February 26, 2019† |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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 cover 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).
Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.
† Beneficial ownership information reported herein is as of February 26, 2019.
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CUSIP No. 06777U101
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SCHEDULE 13G/A
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSONS
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Abrams Capital Partners II, L.P. – Delaware
Abrams Capital, LLC – Delaware
Abrams Capital Management, LLC – Delaware
Abrams Capital Management, L.P. – Delaware
David Abrams – United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
Abrams Capital Partners II, L.P. – 0 shares
Abrams Capital, LLC– 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
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6
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SHARED VOTING POWER
Abrams Capital Partners II, L.P. – 3,651,744 shares
Abrams Capital, LLC – 4,289,510 shares
Abrams Capital Management, LLC – 4,532,685 shares
Abrams Capital Management, L.P. – 4,532,685 shares
David Abrams – 4,532,685 shares
Refer to Item 4 below.
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7
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SOLE DISPOSITIVE POWER
Abrams Capital Partners II, L.P. – 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
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8
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SHARED DISPOSITIVE POWER
Abrams Capital Partners II, L.P. – 3,651,744 shares
Abrams Capital, LLC – 4,289,510 shares
Abrams Capital Management, LLC – 4,532,685 shares
Abrams Capital Management, L.P. – 4,532,685 shares
David Abrams – 4,532,685 shares
Refer to Item 4 below.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Abrams Capital Partners II, L.P. – 3,651,744 shares
Abrams Capital, LLC – 4,289,510 shares
Abrams Capital Management, LLC – 4,532,685 shares
Abrams Capital Management, L.P. – 4,532,685 shares
David Abrams – 4,532,685 shares
Refer to Item 4 below.
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Abrams Capital Partners II, L.P. – 7.68%
Abrams Capital, LLC – 9.02%
Abrams Capital Management, LLC – 9.53%
Abrams Capital Management, L.P. – 9.53%
David Abrams – 9.53%
Refer to Item 4 below.
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12
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TYPE OF REPORTING PERSON (See Instructions)
Abrams Capital Partners II, L.P. – OO (Limited Partnership)
Abrams Capital, LLC – OO (Limited Liability Company)
Abrams Capital Management, LLC – OO ( Limited Liability Company)
Abrams Capital Management, L.P. – OO (Limited Partnership)
David Abrams – IN
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CUSIP No. 06777U101
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SCHEDULE 13G/A
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Page 3 of 6 Pages
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| Item 1. | (a) Name of Issuer |
Barnes & Noble Education, Inc.
| (b) Address of Issuer’s Principal Executive Offices |
120 Mountain View Blvd., Basking Ridge, NJ 07920
| Item 2. | (a) Name of Person Filing |
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
| (b) Address of Principal Business Office, or, if none, Residence |
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116
| (c) Citizenship |
Abrams Capital Partners II, L.P. – Delaware
Abrams Capital, LLC- Delaware
Abrams Capital Management, LLC - Delaware
Abrams Capital Management, L.P. - Delaware
David Abrams - United States
| (d) Title of Class of Securities |
Common Stock, $.01 par value per share
| (d) CUSIP No.: |
06777U101
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CUSIP No. 06777U101
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SCHEDULE 13G/A
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Page 4 of 6 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 06777U101
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SCHEDULE 13G/A
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Page 5 of 6 Pages
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Item 4. Ownership**
The percentages herein are calculated based upon the statement in the Issuer's Quarterly Report on the Form 10-Q, as filed with the SEC on December 4, 2018, that there were 47,560,662 outstanding shares of Common Stock of the Issuer as of November 16, 2018.
(a) Amount beneficially owned
Abrams Capital, LLC – 4,289,510 shares
Abrams Capital Management, LLC – 4,532,685 shares
Abrams Capital Management, L.P. – 4,532,685 shares
David Abrams – 4,532,685 shares
(b) Percent of class
Abrams Capital Partners II, L.P. – 7.68%
Abrams Capital, LLC – 9.02%
Abrams Capital Management, LLC – 9.53%
Abrams Capital Management, L.P. – 9.53%
David Abrams – 9.53%
(c) Number of shares as to which the person has voting and dispositive power:
(i) Sole power to vote or to direct the vote
Abrams Capital Partners II, L.P. – 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(ii) Shared power to vote or to direct the vote
Abrams Capital, LLC – 4,289,510 shares
Abrams Capital Management, LLC – 4,532,685 shares
Abrams Capital Management, L.P. – 4,532,685 shares
David Abrams – 4,532,685 shares
(iii) Sole power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P. – 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(iv) Shared power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P. – 3,651,744 shares
Abrams Capital, LLC – 4,289,510 shares
Abrams Capital Management, LLC – 4,532,685 shares
Abrams Capital Management, L.P. – 4,532,685 shares
David Abrams – 4,532,685 shares
** Shares reported herein for Abrams Capital Partners II, L.P. ("ACP II") represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC ("Abrams Capital") represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. ("Abrams CM LP") and Abrams Capital Management, LLC ("Abrams CM LLC") represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Exhibits
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Exhibit
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| 99.1 |
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G Amendment filed by the Reporting Persons with the Securities and Exchange Commission on February 10, 2017.
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CUSIP No. 06777U101
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SCHEDULE 13G/A
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Page 6 of 6 Pages
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SIGNATURE
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: February 27, 2019
| ABRAMS CAPITAL PARTNERS II, L.P. | |||
| By: Abrams Capital, LLC | |||
| Its General Partner | |||
| By: | /s/ David Abrams | ||
| Name: | David Abrams | ||
| Title: | Managing Member | ||
| ABRAMS CAPITAL, LLC | |||
| By: | /s/ David Abrams | ||
| Name: | David Abrams | ||
| Title: | Managing Member | ||
| ABRAMS CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ David Abrams | ||
| Name: | David Abrams | ||
| Title: | Managing Member | ||
| ABRAMS CAPITAL MANAGEMENT, L.P. | |||
| By: Abrams Capital Management, LLC | |||
| Its General Partner | |||
| By: | /s/ David Abrams | ||
| Name: | David Abrams | ||
| Title: | Managing Member | ||
| David Abrams | |||
| By: | /s/ David Abrams | ||
| Name: | David Abrams | ||
| Title: | Individually | ||