UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

Barnes & Noble Education, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
06777U101

(CUSIP Number)

Leonard Riggio

c/o Barnes & Noble, Inc.

122 Fifth Avenue

New York, NY 10011

(212) 633-3300

with a copy to:

 
Bryan Cave Leighton Paisner LLP
1290 Avenue of the Americas
New York, New York 10104
Attention:  Jay M. Dorman
Telephone (212) 541-2018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
March 22-26, 2021
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. □

 

(Continued on the following pages)


_______________________

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.

 

 

 

 

   
1

NAMES OF REPORTING PERSONS

 

Leonard Riggio

   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) ¨
   
3 SEC USE ONLY
   
4 SOURCE OF FUNDS
   
  Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  □
   
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
   

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH
7 SOLE VOTING POWER
   
  3,131,848
8 SHARED VOTING POWER
   
  1,828,358
9 SOLE DISPOSITIVE POWER
   
  3,131,848
10 SHARED DISPOSITIVE POWER
   
 
1,828,358

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,960,206
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

¨
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  9.6%
14 TYPE OF REPORTING PERSON
   
  IN

  

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Introductory Statement  

 

This Amendment No. 5 to Schedule 13D is being filed by Leonard Riggio (“Mr. Riggio”) (the “Reporting Person”), to amend and supplement the Item specified below in Mr. Riggio’s Schedule 13D, as previously amended, with respect to the common stock, $0.01 par value (“Common Stock”), of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”).

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b) The beneficial ownership percentages used herein are calculated based upon the 51,378,913 shares of Common Stock issued and outstanding as of February 26, 2021, as reported in the Company’s Form 10-Q for the quarterly period ended January 30, 2021, filed with the Securities and Exchange Commission on March 9, 2021. The share amounts used herein are as of March 26, 2021 after giving effect to the sales reported in (c) below.

 

Mr. Riggio is the beneficial owner of 4,960,206 shares, or 9.6%, of Common Stock. Mr. Riggio is the direct beneficial owner of 3,131,848 shares of Common Stock. Mr. Riggio has the sole power to vote and dispose of all of such directly owned shares. Mr. Riggio’s wife, Louise Riggio (“Mrs. Riggio”), is the direct beneficial owner of 732,067 shares of Common Stock, and Mr. Riggio and Mrs. Riggio are the indirect beneficial owners of 1,096,291 shares of Common Stock as co-trustees of The Riggio Foundation, a charitable trust in which neither Mr. Riggio nor Mrs. Riggio, nor any of their family members or affiliates, have any pecuniary interest. Mr. Riggio and Mrs. Riggio have the power to direct the vote and disposition of the shares owned by Mrs. Riggio and The Riggio Foundation.

 

(c) Between March 22, 2021 and March 26, 2021, The Riggio Foundation sold an aggregate of 225,000 shares of Common Stock in multiple open market transactions at per share prices ranging from $7.1300 to $8.7807, inclusive, with a weighted average price of approximately $8.0155 per share. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the details of the foregoing sales transactions, including the number of shares sold at each separate price within the foregoing ranges.

 

Except as described herein, the Reporting Person has not effected any transactions in the Common Stock of the Company during the past sixty days.

 

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SIGNATURES

 

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.

 

Dated: March 29, 2021

 

  /s/ Leonard Riggio
  Leonard Riggio

 

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