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Filing Details

Accession Number:: 0001140361-17-046081
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-13 17:28:41
Reporting Period:: 2017-12-11

Accepted Time:: 2017-12-13 17:28:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1634117	Barnes & Noble Education Inc.	BNED	()	DE

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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 ("Common Stock")	Disposition	2017-12-11	204,425	$7.87	7,528,045	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-12-12	321,158	$8.35	7,206,887	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-12-13	195,653	$8.40	7,011,234	No	4	S	Indirect	See Footnotes

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

Footnotes

Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $7.8560 to $7.9268 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 sold at each price.
Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $8.3036 to $8.5184 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 sold at each price.
Represents the weighted average sale price of shares sold in a series of open market transactions on the transaction date at prices ranging from $8.3070 to $8.6026 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 sold 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 December 11, 2017, 164,693 shares were held for the account of ACP II, 193,457 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 December 12, 2017, 258,738 shares were held for the account of ACP II, 303,927 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 December 13, 2017, 157,627 shares were held for the account of ACP II, 185,156 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 December 13, 2017, 5,648,575 of the shares reported herein are held for the account of ACP II, Abrams Capital may be deemed to beneficially own 6,635,084 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.