BNED Barnes and Noble Education Inc

CUSIP No.      06777U101

⁽¹⁾ Includes (i) 2,938,384 shares that are held jointly with Terry J. Barnes, Mr. Barnes’s spouse, as to which Mr. and Mrs. Barnes have shared voting and dispositive power, (ii) 143,500 shares held in trust as to which Mr. Barnes serves as co-trustee with shared voting and dispositive power over such shares, and (iii) 10,000 shares held in trust for the benefit of Mr. and Mrs. Barnes’s son, as to which Mr. Barnes serves as co-trustee with shared voting and dispositive power over such shares.

⁽²⁾ Calculated based on 48,297,554 issued and outstanding shares of Barnes & Noble Education, Inc.’s (the “Issuer’s”) common stock, par value $0.01 per share, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 3, 2020.

CUSIP No.      06777U101

⁽¹⁾ Includes (i) 2,938,384 shares that are held jointly with Mr. Barnes, as to which Mr. and Mrs. Barnes have shared voting and dispositive power, (ii) 143,500 shares held in trust as to which Mrs. Barnes serves as co-trustee with shared voting and dispositive power over such shares, and (iii) 10,000 shares held in trust for the benefit of Mr. and Mrs. Barnes’s son, as to which Mrs. Barnes serves as co-trustee with shared voting and dispositive power over such shares.

⁽²⁾ Calculated based on 48,297,554 issued and outstanding shares of the Issuer’s common stock, par value $0.01 per share, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 3, 2020.

SCHEDULE 13D/A

Explanatory Note: This Amendment No. 1 amends, as described below, the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2019 (the “Original Schedule 13D”) by James V. Barnes and Terry J. Barnes. All terms not defined herein shall have the meanings set forth in the Original Schedule 13D.

ITEM 1. SECURITY AND ISSUER.

There have been no material changes to the information last reported in Item 1 of the Original Schedule 13D with respect to the Company or the Common Stock.

ITEM 2. IDENTITY AND BACKGROUND.

There have been no material changes to the information last reported in Item 2 of the Original Schedule 13D with respect to the identity and background of the reporting persons.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

There have been no material changes to the information last reported in Item 3 of the Original Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION.

“Item 4. Purpose of the Transaction” of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons acquired all of the shares of Common Stock reported in this Statement over time through open market purchases or pursuant to the exercise of put options by the counterparties thereto. Between the date of filing of the Original Schedule 13D and the date of this Amendment No. 1, the Reporting Persons acquired 25,200 shares pursuant to the exercise of put option contracts sold by the Reporting Persons and 651,494 shares pursuant to open market purchases.

As of the date of this Amendment No. 1, the Reporting Persons are short 3,983 put option contracts expiring in 2020 with exercise prices ranging between $2.50 and $5.00 per share, and will be required to purchase additional shares of Common Stock pursuant to such options if exercised by the counterparties thereto.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors of the Issuer (the “Board”), other stockholders of the Issuer and other relevant parties with respect to the Reporting Persons’ investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer.

Except as set forth above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by its Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock and/or otherwise changing their intentions with respect to any and all matters referred to in this Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

“Item 5. Interest in Securities of the Issuer” of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) As of the date of this Amendment No. 1, the Reporting Persons beneficially owned 3,091,884 shares of Common Stock, which represents 6.40% of the outstanding Common Stock.

(b) The Reporting Persons have shared voting and dispositive power over all shares of Common Stock beneficially owned by the Reporting Persons. Neither of the Reporting Persons have sole voting or dispositive power with respect to any of the shares of Common Stock beneficially owned by the Reporting Persons.

(c) Transactions by the Reporting Persons in shares of Common Stock of the Issuer in the last sixty days are as follows:

* Shares of Common Stock were acquired by the Reporting Persons upon exercise of put options by the counterparties thereto.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

There have been no material changes to the information last reported in Item 6 of the Original Schedule 13D.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

There have been no material changes to the information last reported in Item 7 of the Original Schedule 13D, except that the Agreement as to Joint Filing dated as of October 28, 2019, filed as Exhibit A to the Original Schedule 13D is hereby incorporated by reference from the Original Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2020