SEC Form 4 · accession 0001567619-19-005279
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
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 5:24 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 Stock, par value $0.01 ("Common Stock")F3,F4,F5 | Feb 20, 2019 | S | 100,000 | $7.015 | D | 5,772,465 | I | See Footnotes |
| Common StockF1,F3,F4,F6 | Feb 21, 2019 | S | 608,700 | $7.149 | D | 5,163,765 | I | See Footnotes |
| Common StockF2,F3,F4,F7 | Feb 22, 2019 | S | 185,740 | $7.287 | D | 4,978,025 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.1390 to $7.2200 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.
- F2Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.0743 to $7.3500 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.
- F3Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of Abrams Capital Partners II, L.P. ("ACP II") and other private investment funds 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 ACP II and shares beneficially owned by other private investment funds 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.
- F4Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, 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.
- F5Of the shares sold on February 20, 2019, 80,565 shares were held for the account of ACP II, 94,635 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC.
- F6Of the shares sold on February 21, 2019, 490,396 shares were held for the account of ACP II, 576,043 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC.
- F7Of the shares sold on February 22, 2019, 149,639 shares were held for the account of ACP II, 175,774 shares may be deemed to have been beneficially owned by Abrams Capital and all of such shares may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. As of February 22, 2019, 4,010,530 of the shares reported herein are held for the account of ACP II, Abrams Capital may be deemed to beneficially own 4,710,957 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.