Amended Statement of Beneficial Ownership (sc 13d/a)
January 17 2018 - 4:13PM
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. 1)
Barnes &
Noble Education, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
06777U101
(CUSIP Number)
Leonard Riggio
c/o Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
(212) 633-3300
with a copy to:
Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104
Attention: Jay M. Dorman
Telephone (212) 541-2018
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
January 9-17, 2017
(Date of Event Which Requires Filing of
this Statement)
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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2,399,781
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8
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SHARED VOTING POWER
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4,567,228
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9
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SOLE DISPOSITIVE POWER
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2,399,781
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10
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SHARED DISPOSITIVE POWER
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4
,567,228
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6
,967,009
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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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14.9
%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAMES OF REPORTING PERSONS
The Riggio Foundation
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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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3,103,094
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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3,103,094
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3
,103,094
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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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6
.6
%
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14
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TYPE OF REPORTING PERSON
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OO
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Introductory Statement
This Amendment No. 1
to Schedule 13D is being filed by Leonard Riggio (“Mr. Riggio”) and The Riggio Foundation (collectively, the “Reporting
Persons”), to amend the Item specified below in Mr. Riggio’s Schedule 13D 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 46,914,248 shares of Common Stock issued and outstanding as of
November 30, 2017, as reported in the Company’s Form 10-Q for the quarterly period ended October 28, 2017, filed with the
Securities and Exchange Commission on December 5, 2017. The share amounts used herein are as of January 17, 2018 after giving effect
to the sales reported in (c) below.
Mr. Riggio is the
beneficial owner of 6,967,009 shares, or 14.9%, of Common Stock. Mr. Riggio is the direct beneficial owner of 2,399,781
shares of Common Stock. Mr. Riggio has the sole power to vote and dispose of all of such directly owned shares. Mr. Riggio
and his wife, Louise Riggio (“Mrs. Riggio”), are the indirect beneficial owners of the 1,464,134 shares of Common
Stock owned by LRBKS Holdings, Inc. (“LRBKS”), a Delaware corporation beneficially owned by Mr. and Mrs. Riggio,
and have the power to direct the vote and disposition of the shares owned by LRBKS. Mr. Riggio and Mrs. Riggio are
the indirect beneficial owners of 3,103,094 shares of Common Stock as co-trustees of The Riggio Foundation, a charitable
trust in which neither Mr. or Mrs. Riggio, nor any of their family members or affiliates, have any pecuniary interest. Mr.
and Mrs. Riggio have the power to direct the vote and disposition of the shares owned by The Riggio Foundation.
(c) On December
21, 2017, Mr. Riggio gifted 1,200,000 shares of Common Stock to The Riggio Foundation. Between January 9, 2018 and January
17, 2018, The Riggio Foundation sold an aggregate of 650,000 shares of Common Stock in multiple open market transactions at
per share prices ranging from $7.22 to $7.87, inclusive, with a weighted average price of $7.58197 per share. The Reporting
Persons undertake 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 Persons have 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: January 17, 2018
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/s/ Leonard Riggio
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Leonard Riggio, Individually and as
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Trustee of The Riggio Foundation
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