Statement of Changes in Beneficial Ownership (4)
September 24 2020 - 04:43PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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 * Culver
Stephen |
2. Issuer Name and Ticker or Trading
Symbol Barnes & Noble Education, Inc. [ BNED
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
SVP, Chief Information Officer |
(Last)
(First)
(Middle)
C/O BARNES & NOBLE EDUCATION, INC., 120 MOUNTAIN VIEW
BLVD |
3. Date of Earliest Transaction (MM/DD/YYYY)
9/22/2020
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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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
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 |
Phantom Share Unit |
(1) |
9/22/2020 |
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A |
|
71138 |
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9/22/2021 (1) |
9/22/2023 |
Common Stock |
71138.0 |
$0 |
71138 |
D |
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Explanation of
Responses: |
(1) |
Each phantom share
represents the economic equivalent to one share of common stock of
the Company and will be settled in cash based on the fair market
value of a share of common stock at each vesting date in an amount
not to exceed $7.38 per share. The phantom shares vest and will be
settled in three equal installments on each of September 22, 2021,
September 22, 2022 and September 22, 2023, or in each case, if such
date is not a business day, the business day immediately following
such date. |
Reporting
Owners
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Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
Culver Stephen
C/O BARNES & NOBLE EDUCATION, INC.
120 MOUNTAIN VIEW BLVD
BASKING RIDGE, NJ 07920 |
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SVP, Chief Information Officer |
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Signatures
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/s/ Stephen Culver |
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9/24/2020 |
**Signature of
Reporting Person |
Date |