Statement of Changes in Beneficial Ownership (4)
28 September 2021 - 7:15AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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HUSEBY MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc.
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BNED
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO |
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(Last)
(First)
(Middle)
C/O BARNES & NOBLE EDUCATION, INC., 120 MOUNTAIN VIEW BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/23/2021 |
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(Street)
BASKING RIDGE, NJ 07920
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 9/23/2021 | | A | | 152778 (1) | A | $0 | 1182760 | D | |
| Common Stock | 9/26/2021 | | F | | 27247 (2) | D | $10.59 | 1155513 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Non-Qualified Stock Option (Right to Buy) | $10.8 | 9/23/2021 | | A | | 130580 | | 9/23/2022 (3) | 9/23/2031 | Common Stock | 130580.0 | $0 | 130580 | D | |
| Non-Qualified Stock Option (Right to Buy) | $13.3 | 9/23/2021 | | A | | 141200 | | 9/23/2022 (4) | 9/23/2031 | Common Stock | 141200.0 | $0 | 141200 | D | |
| Explanation of Responses: |
| (1) | Grant of restricted stock units (RSUs). Each RSU represents the contingent right to receive one share of common stock, par value $0.01, of the Company. The RSUs vest and will be settled in three equal installments on each of September 23, 2022, September 23, 2023 and September 23, 2024, or in each case, if such date is not a business day, the business day immediately following such date. |
| (2) | Shares withheld by the Issuer on vesting of restricted stock units (payable solely in common stock of the Issuer on each vesting date) to cover applicable withholding taxes. |
| (3) | Non-qualified Stock Options granted with an exercise price of $10.80 per share, which was the fair market value on the date of grant. These Options will vest in four equal installments on each of September 23, 2022, September 23, 2023, September 23, 2024 and September 23, 2025 and will expire on September 23, 2031 |
| (4) | Non-qualified Stock Options granted with an above market exercise price of $13.30 per share. These Options will vest in four equal installments on each of September 23, 2022, September 23, 2023, September 23, 2024 and September 22, 2025 and will expire on September 23, 2031. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HUSEBY MICHAEL
C/O BARNES & NOBLE EDUCATION, INC.
120 MOUNTAIN VIEW BLVD.
BASKING RIDGE, NJ 07920 | X |
| Chairman and CEO |
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Signatures
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| /s/ Michael P. Huseby | | 9/27/2021 |
| **Signature of Reporting Person | Date |
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