Item 1.
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Security and Issuer.
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This Amendment No. 11 to the Schedule 13D (this “Amendment No. 11”) relates to the common stock, par value $0.10 per share (the “Shares”), issued by Best Buy Co., Inc., a Minnesota corporation (the “Company”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on January 15, 1996 (the “Initial Schedule”), as amended and supplemented by Amendment No. 1 filed on June 7, 2012, Amendment No. 2 filed on August 6, 2012, Amendment No. 3 filed on August 16, 2012, Amendment No. 4 filed on August 20, 2012, Amendment No. 5 filed on August 20, 2012, Amendment No. 6 filed on August 27, 2012, Amendment No. 7 filed on December 14, 2012, Amendment No. 8 filed on March 1, 2013, Amendment No. 9 filed on March 25, 2013, and Amendment No. 10 filed on October 23, 2013 (the “Amendments”, together with the Initial Schedule, the “Schedule 13D”) on behalf of the Reporting Persons. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented to add the following:
Effective September 2, 2015, Mr. Schulze adopted a pre-arranged trading plan to sell Shares owned by the Reporting Persons in the open market (the “2015-2016 Plan”), as disclosed in the Company’s Form 8-K filed with the SEC on September 3, 2015. The Shares to be sold pursuant to the 2015-2016 Plan are part of Mr. Schulze’s personal estate planning and to meet private charitable foundation funding requirements. The Shares to be sold are subject to the provisions of the 2015-2016 Plan until the 2015-2016 Plan expires, which is expected in March 2016.
Item 5.
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Interests in Securities of the Company.
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Item 5 is hereby amended as follows:
The first two paragraphs of Item 5(a) are hereby amended and restated as follows:
(a) The percentages used herein are calculated based upon 344,571,727 Shares outstanding as of August 28, 2015, as set forth in the September 2015 Form 10-Q.
As of the date of this Amendment No. 11, the Reporting Persons beneficially owned in the aggregate 45,031,749 Shares, constituting approximately 13.1% of the outstanding Shares. As of the date of this Amendment No. 11, the Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:
Item 5(a)(i) is hereby amended and restated in its entirety as follows:
(i) Mr. Schulze, individually and as trustee to the various trusts listed in Item 2(i), beneficially owns 45,031,749 Shares, constituting approximately 13.1% of the outstanding Shares. Mr. Schulze disclaims beneficial ownership of such Shares for all other purposes. This figure excludes (a) 2,419,272 Shares held in trusts for the benefit of Mr. Schulze’s spouse, Mr. Schulze’s children and grandchildren, and the children of Mr. Schulze’s spouse, and (b) 183,726 Shares in the Sandra J. Schulze Irrevocable Trust, in each case as to which Mr. Schulze disclaims beneficial ownership.