Barnes & Noble Inc.
BARNES & NOBLE INC (Form: 5, Received: 02/10/2017 16:11:45)
FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ABRAMS CAPITAL MANAGEMENT, L.P.

2. Issuer Name and Ticker or Trading Symbol

BARNES & NOBLE INC [BKS]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

222 BERKELEY STREET, 21ST FLOOR

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2016 
(Street)

BOSTON, MA 02116

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form Filed by One Reporting Person
_ X _ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   9/27/2016     L   1   A $10.99   10418775   I   See Footnotes   (1) (2) (3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  The share purchase reported herein was for the account of ACP II. As of the date of such transaction, 8,397,734 of the shares reported herein are held for the account of ACPII, Abrams Capital may be deemed to beneficially own 9,862,766 of the shares reported herein, and Mr. Abrams, the LP and the LLC may be deemed to beneficially own all of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ABRAMS CAPITAL MANAGEMENT, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

ABRAMS CAPITAL MANAGEMENT, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

ABRAMS CAPITAL, LLC
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

Abrams David C
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X

Abrams Capital Partners II, L.P.
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116

X


Signatures
/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member 2/10/2017
** Signature of Reporting Person Date

/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 2/10/2017
** Signature of Reporting Person Date

/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 2/10/2017
** Signature of Reporting Person Date

/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member 2/10/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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