SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BORDERS GROUP INC [ BGP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash Settled Total Return Swap $0.25 (1) (2) 05/17/2011 J/K 1 (1) (2) 07/29/2011 Common Stock 438,723 (1) (2) 10 I (1) (2) See Notes (5) (6)
Cash Settled Total Return Swap $0.25 (3) 05/17/2011 J/K 1 (3) 07/29/2011 Common Stock 619,419 (3) 9 I (1) (3) See Notes (5) (6)
Cash Settled Total Return Swap $0.25 (4) 05/17/2011 J/K 1 (4) 07/29/2011 Common Stock 6,021 (4) 8 I (1) (4) See Notes (5) (6)
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PS Management GP, LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pershing Square GP, LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. The reporting person, for the account of Pershing Square, L.P. ("PSI"), Pershing Square II, L.P. ("PSII"), and Pershing Square International, Ltd. ("PSIL"), entered into cash-settled total return swaps with a broker-dealer counterparty for a commission equal to $0.03 per notional share subject to such swaps. The first swap (the "First Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSI was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 438,723 notional BGP common shares subject to the swap (the "First Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSI any positive price performance over $9.99 for each of the First Swap Reference Shares, plus any dividends paid during the life of the swap.
2. (Continued from Footnote 1) The First Swap was unwound on May 17, 2011 (the "Unwind Date") at a price of $0.26 per First Swap Reference Share. PSI paid the broker-dealer counterparty a commission of $0.01 per First Swap Reference Share.
3. The second swap (the "Second Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSIL was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 619,419 notional BGP common shares subject to the swap (the "Second Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSIL any positive price performance over $9.99 for each of the Second Swap Reference Shares, plus any dividends paid during the life of the swap. The Second Swap was unwound on the Unwind Date at a price of $0.26 per Second Swap Reference Share. PSIL paid the broker-dealer counterparty a commission of $0.01 per Second Swap Reference Share.
4. The third swap (the "Third Swap") was entered into on January 17, 2008 with an initial expiration date of August 5, 2009, subsequently extended to July 29, 2011. Under the terms of the swap (i) PSII was obligated to pay to the counterparty any negative price performance under $9.99 for each of the 6,021 notional BGP common shares subject to the swap (the "Third Swap Reference Shares"), plus interest, and (ii) the counterparty was obligated to pay to PSII any positive price performance over $9.99 for each of the Third Swap Reference Shares, plus any dividends paid during the life of the swap. The Third Swap was unwound on the Unwind Date at a price of $0.26 per Third Swap Reference Share. PSII paid the broker-dealer counterparty a commission of $0.01 per Third Swap Reference Share.
5. In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 4 is being filed jointly by Pershing Square GP, LLC ("PSGP"), PS Management GP, LLC ("PS Management") and William A. Ackman, each of whom has the same business address as PS Capital. PSI, PSII, and PSIL are investment funds for which PS Capital acts as investment advisor or management company and therefore PS Capital may be deemed to be the beneficial owner of the derivative securities reported herein. PS Management is the general partner of PS Capital and therefore may be deemed to be the beneficial owner of the derivative securities reported herein.
6. PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the derivative securities held for the accounts of PSI and PSII. William A. Ackman is the managing member of PS Management and therefore may be deemed the beneficial owner of the derivative securities reported herein. Each of PS Capital, PS Management, PSGP, and Mr. Ackman disclaims beneficial ownership of the derivative securities reported herein, except to the extent of its or his pecuniary interest therein, if any.
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 05/18/2011
PS MANAGEMENT GP, LLC, By: /s/ William A. Ackman, Managing Member 05/18/2011
PERSHING SQUARE GP, LLC, By: /s/ William A. Ackman, Managing Member 05/18/2011
William A. Ackman, By: /s/ William A. Ackman 05/18/2011
** Signature of Reporting Person Date
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