Elias Nader Form 4 Barnes & Noble Education / Elias Nader ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nader Elias

(Last) (First) (Middle)

C/O IMMERSION CORPORATION

2999 N.E. 191ST STREET, SUITE 610

(Street)

AVENTURA FL 33180

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc. [ BNED ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Explanation of Responses

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/19/2024		A		7,441(2)	A	$0	7,441	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4 is filed by Elias Nader (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC, Immersion Corporation, William C. Martin, Eric Singer and Emily Hoffman for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of common stock, par value $0.01 (the "Common Stock"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The other members of the Section 13(d) group will file separate Section 16 reports, as applicable.

2. Grant of restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of Common Stock, of the Issuer. The RSUs vest on the earlier of one year from the date of grant or Issuer's the next annual meeting of stockholders.

Remarks:

	/s/ Michael C. Miller, as attorney-in-fact for Elias Nader	06/21/2024
	** 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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