SC 13G: Barnes & Noble Education, Inc.

AI Summary

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

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0677

Filing Documents

• d823206dsc13g.htm (SC 13G) — 51KB
• d823206dex99a.htm (EX-99.A) — 6KB
• 0001193125-24-160504.txt ( ) — 58KB

From the Filing

SC 13G 1 d823206dsc13g.htm SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) June 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 (however, see the Notes ). 1. Names of Reporting Persons Vital Fundco, LLC 2. Check The Appropriate Box if a Member of a Group (See Instructions) (a)(b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 3,224,463 7. Sole Dispositive Power 0 8. Shared Dispositive Power 3,224,463 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,224,463 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented By Amount in Row (9) 12.3 % (1) 12. Type of Reporting Person (See Instructions) OO (1) Calculated based upon 26,204,956 shares of the Issuers common stock (Common Shares) outstanding as of June 10, 2024, according to the Issuer. 1. Names of Reporting Persons Francisco Partners Agility GP II Management, LLC 2. Check The Appropriate Box if a Member of a Group (See Instructions) (a)(b) 3. SEC Use Only Francisco partner 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned By Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 3,224,463 7. Sole Dispositive Power 0 8. Shared Dispositive Power 3,224,463 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,224,463 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented By Amount in Row (9) 12.3 % (1) 12. Type of Reporting Person (See Instructions) OO (1) Calculated based upon 26,204,956 shares of the Issuers Common Shares outstanding as of June 10, 2024, according to the Issuer. Item1(a). Name of Issuer Barnes & Noble Education, Inc. (the Issuer) Item1(b). Address of the Issuers Principal Executive Offices 120 Mountain View Boulevard Basking Ridge, NJ 07920 Item2(a). Names of Persons Filing This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons: (i) Vital Fundco, LLC (Vital Fundco); and (ii) Francisco Partners Agility GP II Management, LLC (FP Agility GP II Management). Item2(b). Address of the Principal Business Office, or if none, Residence For Vital Fundco: 227 Fayetteville Street, Suite 400 Raleigh, NC 27601 For FP Agility GP II Management: One Letterman Drive, Building C, Suite 410 San Francisco, CA 94129 Item2(c). Citizenship See responses to Item 4 on each cover page. Item2(d). Title of Class of Securities Common Stock, par value $0.01 Item2(e). CUSIP Number 06777U101 Item3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): Not Applicable. Item4. (a) Amount beneficially owned: See responses to Item 9 on each cover page. (b) Percent of Class: See responses to Item 11 on each cover page. (c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. The reported securities are directly held by Vital FundCo. FP Agility GP II Management is the management entity of Vital Fundco and in such capacity may be deemed to beneficially own the reported securities. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securi

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