SC 13G/A: Barnes & Noble Education, Inc.

AI Summary

SC 13G/A filing by Barnes & Noble Education, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.01 — 4,956 shares of common stock, par value $0.01 per share (the Common Stock) of the Iss

Filing Documents

• d823021dsc13ga.htm (SC 13G/A) — 141KB
• d823021dex991.htm (EX-99.1) — 10KB
• 0001193125-24-164553.txt ( ) — 153KB

Ownership

Item 4. Ownership. Items 5 through 11 of each of the cover pages of this Amendment No. 3 are incorporated herein by reference. Fanatics Lids College, Inc. directly owns 4,608 shares of Common Stock, Lids Holdings, Inc. directly owns 11,539 shares of Common Stock, and TopLids LendCo, LLC directly owns 4,448,928 shares of Common Stock. Each of Fanatics Lids College, Inc., Lids Holdings, Inc. and TopLids LendCo, LLC are wholly owned subsidiaries of FanzzLids Holdings, LLC, which, as a result, beneficially owns the cumulative 4,465,075 shares of Common Stock. FanzzLids Holdings, LLC is a joint venture between Lids Investment Holdings, LLC and Fanatics Leader Holdings, LLC. As the majority member of FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC may be deemed to be the beneficial owner of the 4,465,075 shares of Common Stock beneficially owned by FanzzLids Holdings, LLC. Fanatics Leader Topco, Inc., as the sole member of Fanatics Leader Holdings, LLC, may be deemed to beneficially own the 4,465,075 shares of Common Stock beneficially owned by Fanatics Leader Holdings, LLC, and, additionally, Fanatics Leader Topco, Inc. directly owns 11,539 shares of Common Stock (resulting in an aggregated beneficial ownership of 4,476,614 shares of Common Stock). Kynetic F, LLC, on account of its share of the ownership of the voting securities of Fanatics Holdings, Inc., which indirectly owns 100% of the outstanding capital stock of Fanatics Leader Topco, Inc., indirectly owns a controlling percentage of the outstanding voting securities of Fanatics Leader Topco, Inc. and may be deemed to be the beneficial owner of the 4,476,614 shares of Common Stock beneficially owned by Fanatics Leader Topco, Inc. Michael G. Rubin is the managing member of Kynetic F, LLC and, as a result, may be deemed to be the beneficial owner of the 4,476,614 shares of Common Stock beneficially owned by Kynetic F, LLC. Each of the Reporting Persons specifically disclaims beneficial ownership

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. By virtue of the relationships as described above in Item 4, the Reporting Persons may be deemed to be a group.

Notice of Dissolution of a Group

Item 9. Notice of Dissolution of a Group. Not applicable.

Certifications

Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11. Exhibits. Exhibit 99.1 Joint Filing Agreement dated June 18, 2024, by and among Lids Holdings, Inc., Fanatics Lids College, Inc., TopLids LendCo, LLC, FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin. 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. Date: June 20, 2024 Lids Holdings, Inc. By: /s/ Thomas H. Ripley Name: Thomas H. Ripley Title: President Fanatics Lids College, Inc. By: /s/ Thomas H. Ripley Name: Thomas H. Ripley Title: President TopLids LendCo, LLC By: TopLids Co., Inc., its sole member By: /s/ Lawrence S. Berger Name: Lawrence S. Berger Title: President FanzzLids Holdings, LLC By: /s/ Thomas H. Ripley Name: Thomas H. Ripley Title: Authorized Person Fanatics Leader Topco, Inc. By: /s/ Thomas H. Ripley Name: Glenn H. Schiffman Title: Chief Financial Officer Fanatics Leader Holdings, LLC By: /s/ Glenn H. Schiffman Name: Glenn H. Schiffman Title: Chief Financial Officer Kynetic F, LLC By: /s/ Michael G. Rubin Name: Michael G. Rubin Title: Managing Member /s/ Michael G. Rubin Name: Michael G. Rubin

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