| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Barnes & Noble Education, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
06777U101 (CUSIP Number) |
12/16/2024 (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) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons Lids Holdings, Inc. | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons TopLids LendCo, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,960,467.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents 2,960,467 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin following the sale of 1,488,461 shares of Common Stock by TopLids LendCo, LLC in open market transactions on December 16, 2024. Each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons Fanatics Leader Topco, Inc. | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,976,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents (1) 11,539 shares of Common Stock directly held by Fanatics Leader Topco, Inc. and beneficially owned by Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power, (2) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (3) 2,960,467 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin following the sale of 1,488,461 shares of Common Stock by TopLids LendCo, LLC in open market transactions on December 16, 2024, with respect to which each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons Fanatics Lids College, Inc. | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons FanzzLids Holdings, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,965,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents (1) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (2) 2,960,467 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin following the sale of 1,488,461 shares of Common Stock by TopLids LendCo, LLC in open market transactions on December 16, 2024, with respect to which each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons Fanatics Leader Holdings, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,965,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents (1) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (2) 2,960,467 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin following the sale of 1,488,461 shares of Common Stock by TopLids LendCo, LLC in open market transactions on December 16, 2024, with respect to which each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons Kynetic F, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,976,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents (1) 11,539 shares of Common Stock directly held by Fanatics Leader Topco, Inc. and beneficially owned by Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power, (2) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (3) 2,960,467 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin following the sale of 1,488,461 shares of Common Stock by TopLids LendCo, LLC in open market transactions on December 16, 2024, with respect to which each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| CUSIP No. | 06777U101 |
| 1 | Names of Reporting Persons Michael G. Rubin | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,976,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Rows 6, 8 and 9: The amount reported represents (1) 11,539 shares of Common Stock directly held by Fanatics Leader Topco, Inc. and beneficially owned by Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power, (2) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (3) 2,960,467 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin following the sale of 1,488,461 shares of Common Stock by TopLids LendCo, LLC in open market transactions on December 16, 2024, with respect to which each of the foregoing persons have shared dispositive power and voting power.
Row 11: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,213,916 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, which is the total number of Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Barnes & Noble Education, Inc. | |
| (b) | Address of issuer's principal executive
offices: 120 Mountain View Blvd, Basking Ridge, NJ 07920 | |
| Item 2. | ||
| (a) | Name of person filing: 1. Lids Holdings, Inc.
2. TopLids LendCo, LLC
3. Fanatics Leader Topco, Inc.
4. Fanatics Lids College, Inc.
5. FanzzLids Holdings, LLC
6. Fanatics Leader Holdings, LLC
7. Kynetic F, LLC
8. Michael G. Rubin | |
| (b) | Address or principal business office or, if
none, residence: For Lids Holdings, Inc., TopLids LendCo, LLC, Fanatics Leader Topco, Inc., Fanatics Lids College, Inc., FanzzLids Holdings, LLC and Fanatics Leader Holdings, LLC:
95 Morton Street
New York, NY 10014
For Kynetic F, LLC and Michael G. Rubin:
225 Washington Street, 3rd Floor
Conshohocken, PA 19428 | |
| (c) | Citizenship: Lids Holdings, Inc., Fanatics Lids College, Inc., TopLids LendCo, LLC, FanzzLids Holdings, LLC, Fanatics Leader Topco, Inc., Fanatics Leader Holdings, LLC and Kynetic F, LLC are each companies incorporated or organized under the laws of Delaware. Michael G. Rubin is a citizen of the United States of America. | |
| (d) | Title of class of securities: Common Stock | |
| (e) | CUSIP No.: 06777U101 | |
| 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 (15 U.S.C. 78c); | |
| (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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 2,976,614 | |
| (b) | Percent of class: 9.85% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 2,976,614 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 2,976,614 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
By virtue of the relationships as described above in Item 4, the Reporting Persons may be deemed to be a group.
Exhibits.
Joint Filing Agreement dated June 18, 2024, by and among Lids Holdings, Inc., Fanatics Lids College, Inc., TopLids LendCo, LLC, FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin.*
*Previously Filed
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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. |
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