Barnes & Noble Education (BNED) Form 3 Barnes & Noble Education / MICHAEL RUBIN ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lids Holdings, Inc.

(Last) (First) (Middle)

95 MORTON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2024

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

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,476,614	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Lids Holdings, Inc.

(Last) (First) (Middle)

95 MORTON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TopLids LendCo, LLC

(Last) (First) (Middle)

95 MORTON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fanatics Leader Topco, Inc.

(Last) (First) (Middle)

95 MORTON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fanatics Lids College, Inc

(Last) (First) (Middle)

95 MORTON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FANZZLIDS HOLDINGS, LLC

(Last) (First) (Middle)

95 MORTON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RUBIN MICHAEL

(Last) (First) (Middle)

225 WASHINGTON STREET, 3RD FLOOR

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Lids Holdings, Inc. ("Lids Holdings"), TopLids LendCo, LLC ("TopLids"), Fanatics Leader Topco, Inc. ("Fanatics LTI"), Fanatics Lids College, Inc. ("Fanatics Lids"), FanzzLids Holdings, LLC ("FanzzLids"), and Michael G. Rubin (collectively, the "Reporting Persons"). The Reporting Persons constitute a group for purposes of Section 13(d) of the Securities Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. 11,539 shares of Common Stock reported herein are held by Lids Holdings, which is a wholly owned subsidiary of FanzzLids. The majority member of FanzzLids is Fanatics Leader Holdings, LLC ("Fanatics Leader LLC"). The sole member of Fanatics Leader LLC is Fanatics LTI. Kynetic F, LLC ("Kynetic"), on account of its share of the ownership of the voting securities of Fanatics Holdings, Inc., which indirectly owns 100% of the outstanding capital stock of Fanatics LTI, indirectly owns a controlling percentage of the outstanding voting securities of Fanatics LTI. Mr. Rubin is the managing member of Kynetic and as such may ultimately be deemed the beneficial owner of the shares of Common Stock held by Lids Holdings. 11,539 shares of Common Stock reported herein are held by Fanatics LTI. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by Fanatics LTI.

3. (continued from footnote 2) 4,608 shares of Common Stock reported herein are held by Fanatics Lids, which is a wholly owned subsidiary of FanzzLids. The majority member of FanzzLids is Fanatics Leader LLC. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by Fanatics Lids. 4,448,928 shares of Common Stock reported herein are held by TopLids, which is a wholly owned subsidiary of FanzzLids. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by TopLids.

	Lids Holdings, Inc., /s/ Thomas H. Ripley, President	07/01/2024
	Fanatics Lids College, Inc., /s/ Thomas H. Ripley, President	07/01/2024
	TopLids LendCo, LLC, By: TopLids Co., Inc., its sole member, /s/ Lawrence S. Berger, President	07/01/2024
	FanzzLids Holdings, LLC, /s/ Thomas H. Ripley, Authorized Person	07/01/2024
	Fanatics Leader Topco, Inc., /s/ Glenn H. Schiffman, Chief Financial Officer	07/01/2024
	/s/ Michael G. Rubin	07/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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