SEC Form 4 · accession 0001140361-16-050478
BARNES & NOBLE INC · BKS
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 3, 2016
Accepted (ET)
Feb 5, 2016 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F5,F6 | Feb 3, 2016 | P | 372,063 | $7.4734 | A | 9,039,969 | I | See Footnotes |
| Common StockF2,F4,F5,F7 | Feb 4, 2016 | P | 890,914 | $8.1172 | A | 9,930,883 | I | See Footnotes |
| Common StockF3,F4,F5,F8 | Feb 5, 2016 | P | 431,526 | $8.2218 | A | 10,362,409 | 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 $7.4534 to $7.5341 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 $8.0988 to $8.2478 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.
- F3Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $8.1844 to $8.2850 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.
- F4Shares 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.
- F5Each 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.
- F6Of the shares purchased on February 3, 2016 reported herein, 300,189 shares are held for the account of ACP II, 352,449 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.
- F7Of the shares purchased on February 4, 2016, 718,808 shares are held for the account of ACP II, 843,946 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.
- F8Of the shares purchased on February 5, 2016, 348,164 shares are held for the account of ACP II, 408,777 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 February 5, 2016, 8,352,261 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 9,809,373 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.