Form 4 for BNED Barnes & Noble Education, Inc.
Accepted 2024-12-18 00:00:00 ET · period of report 2024-12-16 · accession 0000950170-24-137973 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024-12-18 | 2024-12-16 | BNED | Fanatics Leader Topco, Inc. | 10% | S - Sale | $11.25 | -1.50M | 2.98M | -34% | -$16.88M |
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 | 2024-12-16 | S | D | 1,500,000 | $11.25 | 2,976,614 | D | — | — | (F4) Common Stock was sold in open market transactions for the accounts of Lids Holdings and TopLids. Fanatics LTI, Fanatics Lids, FanzzLids, Michael G. Rubin, Fanatics Leader LLC and Kynetic did not sell any Common Stock. (F3) (continued from footnote 2) Following the reported transaction, 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. Following the reported transaction, 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. Following the reported transactions, 2,960,467 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. (F2) Following the reported transaction, 0 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. (F1) This Form 4 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. |