SEC Form 4 · accession 0001140361-16-047750
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 Partners II, L.P.
10% Owner
ABRAMS CAPITAL MANAGEMENT, L.P.
10% Owner
Period of report
Jan 11, 2016
Accepted (ET)
Jan 13, 2016 · 6:09 pm EST
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,F4 | Jan 11, 2016 | P | 60,000 | $8.9104 | A | 8,280,792 | I | See Footnotes |
| Common StockF3,F1,F2,F5 | Jan 12, 2016 | P | 270,048 | $8.8662 | A | 8,550,840 | I | See Footnotes |
| Common StockF6,F1,F2,F7 | Jan 13, 2016 | P | 158,300 | $8.7651 | A | 8,709,140 | 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.
- F3Represents 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.
- F4Of 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.
- F5Of 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.
- F6Represents 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.
- F7Of 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.