CUSIP No
.
06777U101
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Daniel R. Tisch
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
☐
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,161,212
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
3,161,212
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8
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SHARED DISPOSITIVE POWER
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,161,212
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1(a)
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Name of Issuer:
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Barnes & Noble Education, Inc. (the “Issuer”)
Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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120 Mountain View Blvd.
Basking Ridge, NJ 07920
Item 2(a)
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Name of Person Filing:
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Daniel R. Tisch
Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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460 Park Avenue
New York, N.Y. 10022
United States
Item 2(d)
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Title of Class of Securities:
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Common Stock
06777U101
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person
filing is a:
N/A
|
(a)
☐
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)
☐
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
☐
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
(f)
☐
An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
(g)
☐
A parent holding company or control person in accordance
with §240.13d‑1(b)(1)(ii)(G);
(h)
☐
A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
☐
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a‑3);
(j)
☐
A group, in accordance with §240.13d-1(b)(1)(ii)(J).
As of December 31, 2018, Daniel R. Tisch had sole voting power and sole investment power with respect to
3,161,212
shares of Common Stock of the Issuer, including 1,340,000 shares registered in the name of TowerView LLC, 460 Park Avenue, New York, N.Y. 10022 and 1,170,000 shares
registered in the name of DT Four Partners II, LLC, 655 Madison Avenue, 11th Floor, New York, N.Y. 10065, or 6.6% of the 47,560,662 shares of Common Stock that were outstanding as of November 16, 2018. TowerView LLC and DT Four Partners II, LLC
are Delaware limited liability companies the sole manager of which is Daniel R. Tisch.
Item 5.
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Ownership of Five Percent or Less of a Class.
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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
☐
. N/A
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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N/A
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement
is true, complete and correct.
January 4, 2019
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/s/ Daniel R. Tisch
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Daniel R. Tisch
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