Amended Statement of Beneficial Ownership (sc 13d/a)
March 30 2021 - 05:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Barnes & Noble Education, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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06777U101
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(CUSIP Number)
Leonard Riggio
c/o Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
(212) 633-3300
with a copy to:
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Bryan Cave Leighton Paisner LLP
1290 Avenue of the Americas
New York, New York 10104
Attention: Jay M. Dorman
Telephone (212) 541-2018
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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March 22-26, 2021
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. □
(Continued on the following pages)
_______________________
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act.
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1
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NAMES OF REPORTING PERSONS
Leonard Riggio
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) □
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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3,131,848
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8
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SHARED VOTING POWER
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1,828,358
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9
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SOLE DISPOSITIVE POWER
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3,131,848
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10
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SHARED DISPOSITIVE POWER
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1,828,358
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,960,206
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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9.6%
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14
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TYPE OF REPORTING PERSON
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IN
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Introductory Statement
This Amendment No. 5 to Schedule
13D is being filed by Leonard Riggio (“Mr. Riggio”) (the “Reporting Person”), to amend and supplement the Item
specified below in Mr. Riggio’s Schedule 13D, as previously amended, with respect to the common stock, $0.01 par value (“Common
Stock”), of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”).
Item 5.
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Interest in Securities of the Issuer.
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(a) and (b) The beneficial
ownership percentages used herein are calculated based upon the 51,378,913 shares of Common Stock issued and outstanding as of February
26, 2021, as reported in the Company’s Form 10-Q for the quarterly period ended January 30, 2021, filed with the Securities and
Exchange Commission on March 9, 2021. The share amounts used herein are as of March 26, 2021 after giving effect to the sales reported
in (c) below.
Mr. Riggio is the beneficial
owner of 4,960,206 shares, or 9.6%, of Common Stock. Mr. Riggio is the direct beneficial owner of 3,131,848 shares of Common Stock.
Mr. Riggio has the sole power to vote and dispose of all of such directly owned shares. Mr. Riggio’s wife, Louise Riggio (“Mrs.
Riggio”), is the direct beneficial owner of 732,067 shares of Common Stock, and Mr. Riggio and Mrs. Riggio are the indirect beneficial
owners of 1,096,291 shares of Common Stock as co-trustees of The Riggio Foundation, a charitable trust in which neither Mr. Riggio
nor Mrs. Riggio, nor any of their family members or affiliates, have any pecuniary interest. Mr. Riggio and Mrs. Riggio have the power
to direct the vote and disposition of the shares owned by Mrs. Riggio and The Riggio Foundation.
(c) Between March 22, 2021
and March 26, 2021, The Riggio Foundation sold an aggregate of 225,000 shares of Common Stock in multiple open market transactions at
per share prices ranging from $7.1300 to $8.7807, inclusive, with a weighted average price of approximately $8.0155 per share. The Reporting
Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the details
of the foregoing sales transactions, including the number of shares sold at each separate price within the foregoing ranges.
Except as described herein,
the Reporting Person has not effected any transactions in the Common Stock of the Company during the past sixty days.
SIGNATURES
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 29, 2021
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/s/ Leonard Riggio
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Leonard Riggio
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