0001634117-24-000061.txt : 20240710 0001634117-24-000061.hdr.sgml : 20240710 20240710200243 ACCESSION NUMBER: 0001634117-24-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240708 FILED AS OF DATE: 20240710 DATE AS OF CHANGE: 20240710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTIN WILLIAM C CENTRAL INDEX KEY: 0001205885 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241110861 MAIL ADDRESS: STREET 1: C/O RAGING CAPITAL MANAGEMENT, LLC STREET 2: TEN PRINCETON AVENUE, PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Barnes & Noble Education, Inc. CENTRAL INDEX KEY: 0001634117 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 460599018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0503 BUSINESS ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 908-991-2665 MAIL ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 4 1 wk-form4_1720656157.xml FORM 4 X0508 4 2024-07-08 0 0001634117 Barnes & Noble Education, Inc. BNED 0001205885 MARTIN WILLIAM C C/O IMMERSION CORPORATION 2999 N.E. 191ST STREET, SUITE 610 AVENTURA FL 33180 1 0 1 0 0 Common Stock 2024-07-08 4 P 0 60000 6.9792 A 67441 D Common Stock 2024-07-09 4 P 0 20000 7.1816 A 87441 D Common Stock 2024-07-10 4 P 0 38000 7.189 A 125441 D Common Stock 2024-07-10 4 P 0 12000 7.189 A 12000 I As UGMA Custodian for minor children Common Stock 11006702 I See footnote This Form 4 is filed by William C. Martin (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), Eric Singer, Emily Hoffman and Elias Nader 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. Represents the weighted average price of multiple transactions with prices between $6.51 and $7.20. The Reporting Person, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. The Reporting Person's shares are held directly and through a wholly-owned limited liability company and IRA Accounts, all of which the Reporting Person controls exclusively. Represents the weighted average price of multiple transactions with prices between $7.03 and $7.30. The Reporting Person, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. Represents the weighted average price of multiple transactions with prices between $6.98 and $7.30. The Reporting Person, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price. The Reporting Person's shares are held directly through UGMA accounts for the benefit of his minor children, all of which the Reporting Person controls exclusively. Securities owned directly by Toro 18. Immersion, as the sole member of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. /s/ Michael C. Miller, as attorney-in-fact for William C. Martin 2024-07-10