13G Filing: Abrams Capital Management and Barnes & Noble Education Inc. (BNED)

Page 2 of 6 – SEC Filing

CUSIP No.  06777U101
 SCHEDULE 13G/A
Page 2 of 6 Pages
1
NAME OF REPORTING PERSONS
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Abrams Capital Partners II, L.P. – Delaware
Abrams Capital, LLC – Delaware
Abrams Capital Management, LLC – Delaware
Abrams Capital Management, L.P. – Delaware
David Abrams – United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
Abrams Capital Partners II, L.P.  – 0 shares
Abrams Capital, LLC– 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
6
SHARED VOTING POWER
Abrams Capital Partners II, L.P. – 5,268,690 shares (5,025,602 shares as of 1/3/18)
Abrams Capital, LLC – 6,188,853 shares (5,903,310 shares as of 1/3/18)
Abrams Capital Management, LLC – 6,539,708 shares (6,237,976 shares as of 1/3/18)
Abrams Capital Management, L.P. – 6,539,708 shares (6,237,976 shares as of 1/3/18)
David Abrams – 6,539,708 shares (6,237,976 shares as of 1/3/18)
Refer to Item 4 below.
7
SOLE DISPOSITIVE POWER
Abrams Capital Partners II, L.P.  – 0 shares
Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
8
SHARED DISPOSITIVE POWER
Abrams Capital Partners II, L.P. – 5,268,690 shares (5,025,602 shares as of 1/3/18)
Abrams Capital, LLC – 6,188,853 shares (5,903,310 shares as of 1/3/18)
Abrams Capital Management, LLC – 6,539,708 shares (6,237,976 shares as of 1/3/18)
Abrams Capital Management, L.P. – 6,539,708 shares (6,237,976 shares as of 1/3/18)
David Abrams – 6,539,708 shares (6,237,976 shares as of 1/3/18)
Refer to Item 4 below.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Abrams Capital Partners II, L.P.– 5,268,690 shares (5,025,602 shares as of 1/3/18)
Abrams Capital, LLC – 6,188,853 shares (5,903,310 shares as of 1/3/18)
Abrams Capital Management, LLC – 6,539,708 shares (6,237,976 shares as of 1/3/18)
Abrams Capital Management, L.P. – 6,539,708 shares (6,237,976 shares as of 1/3/18)
David Abrams – 6,539,708 shares (6,237,976 shares as of 1/3/18)
Refer to Item 4 below.
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Abrams Capital Partners II, L.P. – 11.23% (10.71% as of 1/3/18)
Abrams Capital, LLC – 13.19% (12.58% as of 1/3/18)
Abrams Capital Management, LLC – 13.94% (13.30% as of 1/3/18)
Abrams Capital Management, L.P. – 13.94% (13.30% as of 1/3/18)
David Abrams – 13.94% (13.30% as of 1/3/18)
Refer to Item 4 below.
12
TYPE OF REPORTING PERSON (See Instructions)

Abrams Capital Partners II, L.P. – OO (Limited Partnership)
Abrams Capital, LLC – OO (Limited Liability Company)
Abrams Capital Management, LLC – OO ( Limited Liability Company)
Abrams Capital Management, L.P. – OO (Limited Partnership)
David Abrams – IN

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