SC 13G: Barnes & Noble Education, Inc.

AI Summary

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

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.01 — , Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of

Filing Documents

• sc13g11527bned_09262024.htm (SC 13G) — 138KB
• ex991to13g11527bned_09262024.htm (EX-99.1) — 10KB
• 0000921895-24-002184.txt ( ) — 149KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Barnes & Noble Education, Inc. (the “Issuer”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 120 Mountain View Blvd., Basking Ridge, New Jersey 07920.

(a). Name of Person Filing

Item 2(a). Name of Person Filing This statement is filed by Philotimo Fund LP, a Delaware limited partnership (“Philotimo”), Philotimo Focused Growth and Income Fund, a series of World Funds Trust and a Delaware statutory trust (“PHLOX”), Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”) and David L. Kanen. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” KWM is the general partner of Philotimo and the investment manager of PHLOX and certain separately managed accounts (the “Managed Accounts”). Mr. Kanen serves as the managing member of KWM. By virtue of these relationships, KWM may be deemed to beneficially own the Shares (as defined below) owned by Philotimo, PHLOX and the Managed Accounts while Mr. Kanen may be deemed to beneficially own the Shares owned by each of Philotimo, PHLOX, KWM and the Managed Accounts.

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence The principal business address of each of Philotimo, PHLOX, KWM and Mr. Kanen is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.

(c). Citizenship

Item 2(c). Citizenship: Philotimo is organized under the laws of the Mr. Kanen is a citizen of the United States of America.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share (the “Shares”).

(e). CUSIP Number

Item 2(e). CUSIP Number: 06777U101 6 CUSIP No. 06777U101

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Ownership

Item 4. Ownership. (a) Amount beneficially owned: As of the close of business on September 26, 2024: (i) Philotimo beneficially owned 700,363 Shares; (ii) PHLOX beneficially owned 600,428 Shares; (iii) KWM beneficially owned 1,473,076 Shares (including 172,285 Shares held in the Managed Accounts); and (iv) Mr. Kanen beneficially owned 1,529,066 Shares (including 172,285 Shares held in the Managed Accounts and 55,990 Shares directly owned by Mr. Kanen). 7 CUSIP No. 06777U101 (b) Percent of class: The aggregate percentage of the Shares reported owned by each person named herein is based upon 26,208,036 Shares outstanding as of August 30, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2024. As of the close of business on September 26, 2024: (i) Philotimo may be deemed to beneficially own approximately 2.7% of the outstanding Shares; (ii) PHLOX may be deemed to beneficially own approximately 2.3% of the outstanding Shares; (iii) KWM may be deemed to beneficially own approximately 5.6% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Managed Accounts); and (iv) Mr. Kanen may be deemed to beneficially own approximately 5.8% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Managed Accounts). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote See Cover Pages Items 5-9. (ii) Shared power to vote or to direct the vote See Cover Pages Items 5-9. (iii) Sole power to dispose or to direct the disposition of See Cover Pages Items 5-9. (iv) Shared power to dispose or to direct the disposition of See Cover Pages Items 5-9.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. 8 CUSIP No. 06777U101

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not Applicable.

Certifications

Item 10. Certifications. By signing below I certify that, to the best of my 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. 9 CUSIP No. 06777U101 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 26, 2024 Kanen Wealth Management, LLC By: /s/ David L. Kanen Name: David L. Kanen Title: Managing Member Philotimo Fund, LP By: Kanen Wealth Management, LLC, its general partner By: /s/ David L. Kanen Name: David L. Kanen Title: Managing Member Philotimo Focused Growth and Income Fund By: Kanen Wealth Management, LLC, its investment manager By: /s/ David L. Kanen Name: David L. Kanen Title: Managing Member /s/ David L. Kanen David L. Kanen 10

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