Filing Details
- Accession Number:
- 0000921895-25-000794
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-16 20:00:00
- Filed By:
- TORO 18 HOLDINGS LLC
- Company:
- Barnes & Noble Education Inc. (NYSE:BNED)
- Filing Date:
- 2025-03-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
TORO 18 HOLDINGS LLC | 0 | 11,208,746 | 0 | 11,208,746 | 11,208,746 | 32.9% |
IMMERSION CORP | 0 | 11,208,746 | 0 | 11,208,746 | 11,208,746 | 32.9% |
MARTIN WILLIAM C | 137,441 | 11,208,746 | 137,441 | 11,208,746 | 11,346,187 | 33.3% |
Singer Eric | 112,441 | 11,208,746 | 112,441 | 11,208,746 | 11,321,187 | 33.2% |
HOFFMAN EMILY | 7,441 | 0 | 7,441 | 0 | 7,441 | 0% |
Nader Elias | 7,441 | 0 | 7,441 | 0 | 7,441 | 0% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Barnes & Noble Education, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
06777U200 (CUSIP Number) |
IAN ENGORON, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/09/2024 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


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).
SCHEDULE 13D
|
CUSIP No. | 06777U200 |
1 |
Name of reporting person
TORO 18 HOLDINGS LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
11,208,746.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
32.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 06777U200 |
1 |
Name of reporting person
IMMERSION CORP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
11,208,746.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
32.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
CUSIP No. | 06777U200 |
1 |
Name of reporting person
MARTIN WILLIAM C | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
11,346,187.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.3 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 06777U200 |
1 |
Name of reporting person
Singer Eric | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
11,321,187.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 06777U200 |
1 |
Name of reporting person
HOFFMAN EMILY | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,441.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 06777U200 |
1 |
Name of reporting person
Nader Elias | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,441.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
(b) | Name of Issuer:
Barnes & Noble Education, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
120 MOUNTAIN VIEW BOULEVARD, BASKING RIDGE,
NEW JERSEY
, 07920. | |
Item 1 Comment:
This Amendment No. 1 to the Schedule 13D is being filed due to an increase in the number of Shares outstanding. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows:
Of the 11,208,746 Shares beneficially owned directly by Toro 18, (i) 2,006,702 were purchased pursuant to the exercise of Toro 18's subscriptions rights under the Issuer's Rights Offering (as defined in the Schedule 13D) at the Subscription Price (as defined in the Schedule 13D), (ii) 9,000,000 were purchased pursuant to the PIPE Transaction (as defined in the Schedule 13D) at the Subscription Price, and (iii) 202,044 Shares were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 202,044 Shares purchased in the open market is $1,731,361, excluding commissions.
Of the 137,441 Shares beneficially owned by Mr. Martin, (i) 118,000 Shares were purchased with personal funds in open market purchases and are held directly, in a wholly-owned limited liability company and certain IRA accounts, all of which Mr. Martin controls exclusively, the aggregate cost basis for which is $835,566, excluding commissions, (ii) 7,441 were acquired upon the vesting of certain restricted stock units ("RSUs") awarded to him in his capacity as a director of the Issuer, and (iii) 12,000 Shares were purchased with personal funds in open market purchases and are held in certain UGMA accounts for the benefit of Mr. Martin's minor children (the "UGMA Accounts") which Mr. Martin controls exclusively, the aggregate cost basis for which is $86,268, excluding commissions.
Of the 112,441 Shares beneficially owned directly by Mr. Singer, (i) 105,000 were purchased with personal funds in open market purchases, the aggregate cost for which is $753,206, excluding commissions, and (ii) 7,441 were acquired upon the vesting of certain RSUs awarded to him in his capacity as a director of the Issuer.
The 7,441 Shares beneficially owned directly by Ms. Hoffman were acquired upon the vesting of certain RSUs awarded to her in her capacity as a director of the Issuer.
The 7,441 Shares directly owned by Mr. Nader were acquired upon the vesting of certain RSUs awarded to him in his capacity as a director of the Issuer. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 34,053,847 Shares outstanding as of February 28, 2025, 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 March 10, 2025.
A. Toro 18
As of the date hereof, Toro 18 directly beneficially owned 11,208,746 Shares, constituting approximately 32.9% of the Shares outstanding.
B. Immersion
Immersion, as the sole member of Toro 18, may be deemed to beneficially own the 11,208,746 Shares owned by Toro 18, constituting approximately 32.9% of the Shares outstanding.
C. Mr. Martin
As of the date hereof, Mr. Martin directly beneficially owned 125,441 Shares, constituting approximately 0.4% of the Shares outstanding. Mr. Martin, (i) as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the 11,208,746 Shares owned by Toro 18, and (ii) may be deemed to beneficially own the 12,000 Shares held in the UGMA Accounts, which together with the 125,441 Shares he directly owns, constitutes an aggregate of 11,346,187 Shares beneficially owned by Mr. Martin, constituting approximately 33.3% of the Shares outstanding.
D. Mr. Singer
As of the date hereof, Mr. Singer directly beneficially owned 112,441 Shares, constituting approximately 0.3% of the Shares outstanding. Mr. Singer, as President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the 11,208,746 Shares owned by Toro 18, which together with the 112,441 Shares he directly owns, constitutes an aggregate of 11,321,187 Shares beneficially owned by Mr. Singer, constituting approximately 33.2% of the Shares outstanding.
E. Ms. Hoffman
As of the date hereof, Ms. Hoffman directly beneficially owned 7,441 Shares, constituting approximately 0.02% of the Shares outstanding.
F. Mr. Nader
As of the date hereof, Mr. Nader directly beneficially owned 7,441 Shares, constituting approximately 0.02% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own. | |
(b) | Item 5(b) is hereby amended and restated to read as follows:
A. Toro 18
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,208,746
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,208,746
B. Immersion
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,208,746
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,208,746
C. Mr. Martin
1. Sole power to vote or direct vote: 137,441
2. Shared power to vote or direct vote: 11,208,746
3. Sole power to dispose or direct the disposition: 137,441
4. Shared power to dispose or direct the disposition: 11,208,746
D. Mr. Singer
1. Sole power to vote or direct vote: 112,441
2. Shared power to vote or direct vote: 11,208,746
3. Sole power to dispose or direct the disposition: 112,441
4. Shared power to dispose or direct the disposition: 11,208,746
E. Ms. Hoffman
1. Sole power to vote or direct vote: 7,441
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,441
4. Shared power to dispose or direct the disposition: 0
F. Mr. Nader
1. Sole power to vote or direct vote: 7,441
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,441
4. Shared power to dispose or direct the disposition: 0 | |
(c) | Item 5(c) is hereby amended and restated to read as follows:
The transactions in the securities of the Issuer during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
On September 20, 2024, each of Messrs. Martin, Singer and Nader and Ms. Hoffman were granted 20,430 RSUs in connection with their respective service as directors of the Issuer. Each RSU represents the contingent right to receive one Share upon vesting. These RSUs will vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders. | ||
Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
Exhibit 1 - Transactions in Securities |
SIGNATURE | |
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.
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