Greenhaven Road Amends Barnes & Noble Education Filing

Ticker: BNED · Form: SC 13D/A · Filed: Jun 4, 2024 · CIK: 1634117

Sentiment: neutral

Topics: 13D-amendment, shareholder-activity, filing-update

Related Tickers: BNED

TL;DR

Greenhaven Road updated their 13D on BNED - ownership details to follow.

AI Summary

Greenhaven Road Investment Management, L.P. and its affiliates have amended their Schedule 13D filing regarding Barnes & Noble Education, Inc. as of June 4, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt. The filing is an amendment to a previous submission.

Why It Matters

This amendment signals potential shifts in significant shareholder positions, which could influence the stock's performance and future corporate actions.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often precede significant corporate events or changes in strategy, introducing uncertainty.

Key Players & Entities

FAQ

What specific changes in beneficial ownership are detailed in this amendment?

This excerpt does not specify the exact changes in beneficial ownership, only that an amendment has been filed.

What is the CUSIP number for Barnes & Noble Education, Inc. common stock?

The CUSIP number for Barnes & Noble Education, Inc. common stock is 06777U101.

Who are the filing entities making this amendment?

The filing is made by Greenhaven Road Investment Management, L.P. and its group members: GREENHAVEN ROAD CAPITAL FUND 1, L.P., GREENHAVEN ROAD CAPITAL FUND 2, L.P., MVM FUNDS, LLC, and SCOTT STEWART MILLER.

On what date was this amendment filed?

This amendment was filed on June 4, 2024.

What is the primary business of Barnes & Noble Education, Inc. according to the filing?

Barnes & Noble Education, Inc. is in the RETAIL-MISCELLANEOUS SHOPPING GOODS STORES industry, SIC code 5940.

Filing Stats: 1,454 words · 6 min read · ~5 pages · Grade level 9.3 · Accepted 2024-06-04 20:22:27

Key Financial Figures

Filing Documents

Purpose of Transaction

ITEM 4. Purpose of Transaction. On May 31, 2024, the Reporting Persons determined to sell all of their Common Stock (5,256,342 shares). The Reporting Persons sold all of their Common Stock on May 31, 2024 and June 3, 2024, as detailed in Item 5(c) below. On June 4, 2024, the Reporting Persons submitted notice to the Issuer of the Reporting Persons’ election to participate in the Issuer’s announced rights offering, pursuant to which the Reporting Persons would receive 7 million shares of Common Stock. The closing of the rights offering is On June 4, 2024, the Reporting Persons determined to sell, and did sell, call options on the Common Stock, as detailed in Item 5(c) below.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. (a)As of June 4, 2024, the filing date of this Amendment No. 1, the Reporting Persons do not beneficially own any Common Stock. (b)Not applicable. (c)No transactions in the Common Stock have been effected by any Reporting Person since the filing of the Original 13D, except as follows: Reporting Person Trade Date Type Shares Price Per Share Fund 1 5/31/2024 Open Market Sale 29,176 $0.5000 Fund 1 5/31/2024 Open Market Sale 56,634 $0.5000 Fund 1 5/31/2024 Open Market Sale 1,487,726 $0.5382 Fund 2 5/31/2024 Open Market Sale 34,429 $0.5000 Fund 2 5/31/2024 Open Market Sale 66,833 $0.5000 Fund 2 5/31/2024 Open Market Sale 1,755,627 $0.5382 Fund 1 6/3/2024 Open Market Sale 718,215 $0.4426 Fund 2 6/3/2024 Open Market Sale 1,107,702 $0.4426 Page 7 of 9 pages Reporting Person Trade Date Type Contracts (100 shares each) Premium Per Share Fund 1 6/4/2024 Open Market Sale of Jan ’25 0.50 Call Option 5,150 $0.1648 Fund 2 6/4/2024 Open Market Sale of Jan ’25 0.50 Call Option 6,079 $0.1648 (d)Not applicable. (e)On May 31, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. Page 8 of 9 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct. Dated: June 4, 2024 Scott Stewart Miller Greenhaven Road Investment Management, LP MVM Funds, LLC Greenhaven Road Capital Fund 1, L.P. Greenhaven Road Capital Fund 2, L.P. By: /s/ Scott Stewart Miller Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of the Funds and the Investment Manager) Page 9 of 9 pages

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