Form 4 for BNED Barnes & Noble Education, Inc.

Accepted 2025-03-14 00:00:00 ET · period of report 2025-03-12 · accession 0000921895-25-000769 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
M	2025-03-14	2025-03-12+	BNED	IMMERSION CORP	Dir, 10%	P - Purchase	$8.57	+202.0K	11.21M	+2%	+$1.73M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-03-12	P	A	59,146	$8.49	11,065,848	D	—	—	(F1) This Form 4 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. 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. Each of Messrs. Martin, Singer, Nader and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman and Mr. Nader will file separate Section 16 reports. (F2) Represents the weighted average price of multiple transactions with prices ranging between $8.175 and $8.55. The Reporting Persons, upon request by the staff of the Securities and Exchange Commission the Issuer or a security holder of the Issuer, undertake to provide further information regarding the number of securities purchased at each separate price. (F3) 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. Mr. Singer, as the President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.
2	Common	Common Stock	2025-03-13	P	A	142,898	$8.60	11,208,746	D	—	—	(F1) This Form 4 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. 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. Each of Messrs. Martin, Singer, Nader and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman and Mr. Nader will file separate Section 16 reports. (F4) Represents the weighted average price of multiple transactions with prices ranging between $8.375 and $8.80. The Reporting Persons, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertake to provide further information regarding the number of securities purchased at each separate price. (F3) 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. Mr. Singer, as the President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.