SCHEDULE 13G/A 0001193125-21-241371 0001769965 XXXXXXXX LIVE 4 Common Stock 12/16/2024 0001634117 Barnes & Noble Education, Inc. 06777U101 120 Mountain View Blvd Basking Ridge NJ 07920 Rule 13d-1(c) Lids Holdings, Inc. DE 0 0 0 0 0 N 0 CO 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. TopLids LendCo, LLC DE 0 2960467 0 2960467 2960467 N 9.8 CO 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. Fanatics Leader Topco, Inc. DE 0 2976614 0 2976614 2976614 N 9.85 CO 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. Fanatics Lids College, Inc. DE 0 4608 0 4608 4608 N 0.02 CO 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. FanzzLids Holdings, LLC DE 0 2965075 0 2965075 2965075 N 9.81 OO 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. Fanatics Leader Holdings, LLC DE 0 2965075 0 2965075 2965075 N 9.81 OO 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. Kynetic F, LLC DE 0 2976614 0 2976614 2976614 N 9.85 OO 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. Michael G. Rubin DE 0 2976614 0 2976614 2976614 N 9.85 IN 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. Barnes & Noble Education, Inc. 120 Mountain View Blvd, Basking Ridge, NJ 07920 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 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 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. Y 2,976,614 9.85% 0 2,976,614 0 2,976,614 Y Y Y N 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 Y N 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. Lids Holdings, Inc. /s/ Thomas H. Ripley 12/19/2024 TopLids LendCo, LLC /s/ Thomas H. Ripley 12/19/2024 Fanatics Leader Topco, Inc. /s/ Glenn H. Schiffman 12/19/2024 Fanatics Lids College, Inc. /s/ Thomas H. Ripley 12/19/2024 FanzzLids Holdings, LLC /s/ Lawrence S. Berger 12/19/2024 Fanatics Leader Holdings, LLC /s/ Glenn H. Schiffman 12/19/2024 Kynetic F, LLC /s/ Michael G. Rubin 12/19/2024 Michael G. Rubin /s/ Michael G. Rubin 12/19/2024