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13G Filing: Abrams Capital Management and Barnes & Noble, Inc. (BKS)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Abrams Capital Partners II Abrams Capital Partners II, L.P. 6.58%
David Abrams
David Abrams
Abrams Capital Management

Page 1 of 6 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Barnes & Noble, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
067774109
(CUSIP Number)
April 18, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 [  ]            Rule 13d-1(b)
 [x]            Rule 13d-1(c)
 [  ]            Rule 13d-1(d)
*                    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.

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Page 2 of 6 – SEC Filing

1
Names 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)            [ ]
(b)            [ ]
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. – 4,770,647 shares
Abrams Capital, LLC – 5,602,913 shares
Abrams Capital Management, LLC – 5,918,775 shares
Abrams Capital Management, L.P. – 5,918,775 shares
David Abrams – 5,918,775 shares
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. – 4,770,647 shares
Abrams Capital, LLC – 5,602,913 shares
Abrams Capital Management, LLC – 5,918,775 shares
Abrams Capital Management, L.P. – 5,918,775 shares
David Abrams – 5,918,775 shares
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
Abrams Capital Partners II, L.P. – 4,770,647 shares
Abrams Capital, LLC – 5,602,913 shares
Abrams Capital Management, LLC – 5,918,775 shares
Abrams Capital Management, L.P. – 5,918,775 shares
David Abrams – 5,918,775 shares
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
Abrams Capital Partners II, L.P. – 6.58%
Abrams Capital, LLC – 7.73%
Abrams Capital Management, LLC – 8.17%
Abrams Capital Management, L.P. – 8.17%
David Abrams – 8.17%
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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Page 3 of 6 – SEC Filing

SCHEDULE 13G
Item 1
(a)
Name of Issuer
Barnes & Noble, Inc.
(b)
Address of Issuer’s Principal Executive Offices
122 Fifth Avenue, New York, New York 10011
Item 2
(a)
Name of Person Filing
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
(b)
Address of Principal Business Office or, if none, Residence
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116
(c)
Citizenship
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
(d)
Title of Class of Securities
Common Stock, par value $0.001 per share
(e)
CUSIP Number
067774109

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Page 4 of 6 – SEC Filing

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act;
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4
Ownership
The percentages reported herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2017, as filed with the Securities and Exchange Commission on March 2, 2017, that there were 72,468,178 shares of Common Stock of the Issuer outstanding as of February 28, 2017.
Item 4(a)
Amount Beneficially Owned**
Abrams Capital Partners II, L.P. – 4,770,647 shares
Abrams Capital, LLC – 5,602,913 shares
Abrams Capital Management, LLC – 5,918,775 shares
Abrams Capital Management, L.P. – 5,918,775 shares
David Abrams – 5,918,775 shares
Item 4(b)
Percent of Class
Abrams Capital Partners II, L.P. – 6.58%
Abrams Capital, LLC – 7.73%
Abrams Capital Management, LLC – 8.17%
Abrams Capital Management, L.P. – 8.17%
David Abrams – 8.17%

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Page 5 of 6 – SEC Filing

Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
(i)
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
(ii)
shared power to vote or to direct the vote
Abrams Capital Partners II, L.P. – 4,770,647 shares
Abrams Capital, LLC – 5,602,913 shares
Abrams Capital Management, LLC – 5,918,775 shares
Abrams Capital Management, L.P. – 5,918,775 shares
David Abrams – 5,918,775 shares
(iii)
sole power to dispose or to direct the disposition of
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
(iv)
shared power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P. – 4,770,647 shares
Abrams Capital, LLC – 5,602,913 shares
Abrams Capital Management, LLC – 5,918,775 shares
Abrams Capital Management, L.P. – 5,918,775 shares
David Abrams – 5,918,775 shares
** Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner.  Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager.  Abrams CM LLC is the general partner of Abrams CM LP.  Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC.  Mr. Abrams is the managing member of Abrams Capital and Abrams CM LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
Item 5
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [  ].
Item 6
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8
Identification and Classification of Members of the Group
Not applicable.
Item 9
Notice of Dissolution of Group
Not applicable.
Item 10
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to Amendment No. 3 to the Schedule 13G relating to Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission on February 10, 2017.

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Page 6 of 6 – SEC Filing

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 20, 2017
ABRAMS CAPITAL PARTNERS II, L.P.
By: Abrams Capital, LLC,
its General Partner
By: /s/ David Abrams
David Abrams, Managing Member
ABRAMS CAPITAL, LLC
By: /s/ David Abrams
David Abrams, Managing Member
ABRAMS CAPITAL MANAGEMENT, LLC
By: /s/ David Abrams
David Abrams, Managing Member
ABRAMS CAPITAL MANAGEMENT, L.P.
By: Abrams Capital Management, LLC,
its General Partner
By: /s/ David Abrams
David Abrams, Managing Member
DAVID ABRAMS
By: /s/ David Abrams
David Abrams, individually
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