SEC Form 4 · accession 0001140361-15-035779
Barnes & Noble Education, Inc. · BNED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ABRAMS CAPITAL, LLC
10% Owner
ABRAMS CAPITAL MANAGEMENT, LLC
10% Owner
David C Abrams
10% Owner
ABRAMS CAPITAL MANAGEMENT, L.P.
10% Owner
Period of report
Sep 21, 2015
Accepted (ET)
Sep 23, 2015 · 6:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001634117
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Sep 21, 2015 | P | 47,745 | $12.6991 | A | 6,760,215 | I | See Footnotes |
| Common StockF1,F2,F4 | Sep 22, 2015 | P | 30,951 | $12.6437 | A | 6,791,166 | I | See Footnotes |
| Common StockF1,F2,F5 | Sep 23, 2015 | P | 68,145 | $12.5199 | A | 6,859,311 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares 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.
- F2Each 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.
- F3Of the shares purchased on September 21, 2015, 38,457 shares are held for the account of ACP II, 45,186 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.
- F4Of the shares purchased on September 22, 2015, 24,929 shares are held for the account of ACP II, 29,292 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.
- F5Of the shares purchased on September 23, 2015, 54,888 shares are held for the account of ACP II, 64,493 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 23, 2015, 5,524,912 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 6,491,007 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.