X0306 4 2015-08-21 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 0001292250 Abrams David C 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 Common Stock 2015-08-21 4 P 0 134747 12.8820 A 5642910 I See Footnotes Common Stock 2015-08-24 4 P 0 331756 12.6031 A 5974666 I See Footnotes Common Stock 2015-08-25 4 P 0 126062 12.3921 A 6100728 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 $12.8361 to $12.8868 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 $12.6015 to $12.6036 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 $12.3561 to $12.4442 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 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. Of the shares purchased on August 21, 2015, 127,500 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. Of the shares purchased on August 24, 2015, 313,915 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. Of the shares purchased on August 25, 2015, 101,536 shares are held for the account of ACP II (including 41,556 shares purchased at a price of $12.4442 per share after ACP II became the beneficial owner of over 10% of the Issuer's outstanding common stock), 119,249 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 August 25, 2015, 4,913,891 of the shares reported herein are held for the account of ACP II, Abrams Capital may be deemed to beneficially own 5,773,126 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 2015-08-25 /s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 2015-08-25 /s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 2015-08-25 /s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member 2015-08-25 /s/ David C. Abrams 2015-08-25