Sec Form 13G Filing - TISCH DANIEL R filing for BARNES & NOBLE ED INC (BNED) - 2024-01-04

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Barnes & Noble Education, Inc.

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 person’s 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 (the “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).

 

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1	NAMES OF REPORTING PERSONS
	Daniel R. Tisch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,781,993
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			2,781,993
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,781,993
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

Barnes & Noble Education, Inc. (the “Issuer”)

 

 

120 Mountain View Blvd.

Basking Ridge, NJ 07920

 

 

Daniel R. Tisch

 

 

460 Park Avenue

New York, N.Y. 10022

 

 

United States

 

 

Common Stock

 

 

06777U101

 

 

(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, 2023, Daniel R. Tisch had sole voting power and sole investment power with respect to 2,781,993 shares of Common Stock of the Issuer, including 1,506,993 shares registered in the name of TowerView LLC, 460 Park Avenue, New York, N.Y. 10022, 800,000 shares registered in the name of DT Four Partners II, LLC, 655 Madison Avenue, 11th Floor, New York, N.Y. 10065 and 55,000 shares registered in the name of Damial Foundation, Inc., or 5.2% of the 53,149,504 shares of Common Stock that were outstanding as of December 1, 2023.  TowerView LLC and DT Four Partners II, LLC are Delaware limited liability companies the sole manager of which is Daniel R. Tisch.

 

 

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

 

 

N/A

 

 

N/A

 

 

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.