0001140361-15-037734.txt : 20151015 0001140361-15-037734.hdr.sgml : 20151015 20151015165344 ACCESSION NUMBER: 0001140361-15-037734 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151013 FILED AS OF DATE: 20151015 DATE AS OF CHANGE: 20151015 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 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: 151160490 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 David C CENTRAL INDEX KEY: 0001292250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 151160491 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: 151160492 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: 151160493 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: 151160494 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 2015-10-13 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 0001292250 Abrams David C 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 Common Stock 2015-10-13 4 P 0 57000 12.4830 A 7479118 I See Footnotes Common Stock 2015-10-14 4 P 0 47866 12.3532 A 7526984 I See Footnotes 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 October 13, 2015, 45,902 shares are held for the account of ACP II, 53,940 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 October 14, 2015, 38,613 shares are held for the account of ACP II, 45,293 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 October 15, 2015, 6,062,833 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 7,122,881 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 2015-10-15 /s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 2015-10-15 /s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 2015-10-15 /s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member 2015-10-15 /s/ David C. Abrams 2015-10-15