0001140361-16-050478.txt : 20160205
0001140361-16-050478.hdr.sgml : 20160205
20160205170736
ACCESSION NUMBER: 0001140361-16-050478
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160203
FILED AS OF DATE: 20160205
DATE AS OF CHANGE: 20160205
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BARNES & NOBLE INC
CENTRAL INDEX KEY: 0000890491
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
IRS NUMBER: 061196501
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0430
BUSINESS ADDRESS:
STREET 1: 122 FIFTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10011
BUSINESS PHONE: 2126333300
MAIL ADDRESS:
STREET 1: 122 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10011
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: 001-12302
FILM NUMBER: 161393082
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: 001-12302
FILM NUMBER: 161393083
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET, 21ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
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: 001-12302
FILM NUMBER: 161393084
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 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: 001-12302
FILM NUMBER: 161393085
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 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: 001-12302
FILM NUMBER: 161393086
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
4
1
doc1.xml
FORM 4
X0306
4
2016-02-03
0
0000890491
BARNES & NOBLE INC
BKS
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
2016-02-03
4
P
0
372063
7.4734
A
9039969
I
See Footnotes
Common Stock
2016-02-04
4
P
0
890914
8.1172
A
9930883
I
See Footnotes
Common Stock
2016-02-05
4
P
0
431526
8.2218
A
10362409
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 $7.4534 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.
Represents 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.
Represents 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.
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 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.
Of 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.
Of 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.
/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member
2016-02-05
/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member
2016-02-05
/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member
2016-02-05
/s/ David C. Abrams
2016-02-05
/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member
2016-02-05