0001140361-16-047750.txt : 20160113 0001140361-16-047750.hdr.sgml : 20160113 20160113180947 ACCESSION NUMBER: 0001140361-16-047750 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160111 FILED AS OF DATE: 20160113 DATE AS OF CHANGE: 20160113 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 David C CENTRAL INDEX KEY: 0001292250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 161341559 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: 161341560 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: 161341561 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: 161341562 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 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: 161341563 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 4 1 doc1.xml FORM 4 X0306 4 2016-01-11 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 2016-01-11 4 P 0 60000 8.9104 A 8280792 I See Footnotes Common Stock 2016-01-12 4 P 0 270048 8.8662 A 8550840 I See Footnotes Common Stock 2016-01-13 4 P 0 158300 8.7651 A 8709140 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. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $8.827 to $8.946 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. Of the shares purchased on January 11, 2016, 48,374 shares are held for the account of ACP II, 56,800 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 January 12, 2016, 217,725 shares are held for the account of ACP II, 255,648 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. Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $8.7324 to $8.7863 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. Of the shares purchased on January 13, 2016, 127,628 shares are held for the account of ACP II, 149,858 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 January 13, 2016, 7,016,449 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 8,241,873 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 2016-01-13 /s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 2016-01-13 /s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 2016-01-13 /s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member 2016-01-13 /s/ David C. Abrams 2016-01-13