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Filing Details

Accession Number:: 0001140361-15-044658
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-15 17:44:24
Reporting Period:: 2015-12-11

Filing Date:: 2015-12-15
Accepted Time:: 2015-12-15 17:44:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1634117	Barnes & Noble Education Inc.	BNED	Retail-Miscellaneous Shopping Goods Stores (5940)	460599018

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1112443	Abrams Capital, Llc	222 Berkeley Street 21St Floor Boston MA 02116	No	No	Yes	No
1165407	Abrams Capital Management, Llc	222 Berkeley Street, 21St Floor Boston MA 02116	No	No	Yes	No
1292250	C David Abrams	222 Berkeley Street 21St Floor Boston MA 02116	No	No	Yes	No
1292420	Abrams Capital Partners Ii, L.p.	222 Berkeley Street, 21St Floor Boston MA 02116	No	No	Yes	No
1358706	Abrams Capital Management, L.p.	222 Berkeley Street, 21St Floor Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-12-11	288,927	$8.66	8,060,260	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-12-14	115,232	$8.88	8,175,492	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2015-12-15	45,300	$8.95	8,220,792	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

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 $8.6308 to $8.6701 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 $8.8444 to $8.96 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 $8.9144 to $8.98 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 December 11, 2015, 233,171 shares are held for the account of ACP II, 273,478 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 December 14, 2015, 92,995 shares are held for the account of ACP II, 109,071 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 December 15, 2015, 36,559 shares are held for the account of ACP II, 42,878 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 December 15, 2015, 6,622,722 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 7,779,567 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.