0001140361-18-029777.txt : 20180625
0001140361-18-029777.hdr.sgml : 20180625
20180625161422
ACCESSION NUMBER: 0001140361-18-029777
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180621
FILED AS OF DATE: 20180625
DATE AS OF CHANGE: 20180625
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: 18917188
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 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: 18917189
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, 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: 18917190
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 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: 18917191
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
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: 18917192
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
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: 0429
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
4
1
doc1.xml
FORM 4
X0306
4
2018-06-21
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
0001292420
Abrams Capital Partners II, L.P.
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
Common Stock, par value $0.01 ("Common Stock")
2018-06-21
4
S
0
169000
7.9529
D
5897488
I
See Footnotes
Common Stock
2018-06-22
4
S
0
25023
7.0190
D
5872465
I
See Footnotes
Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.35 to $8.0081 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.
Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.0175 to $7.025 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.
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 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.
Of the shares sold on June 21, 2018, 136,155 shares were held for the account of ACP II, 159,933 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.
Of the shares sold on June 22, 2018, 20,160 shares were held for the account of ACP II, 23,681 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 June 25, 2018, 4,731,130 of the shares reported herein are held for the account of ACP II, Abrams Capital may be deemed to beneficially own 5,557,409 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
2018-06-25
/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member
2018-06-25
/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member
2018-06-25
/s/ David C. Abrams
2018-06-25
/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member
2018-06-25