Sec Form 13D Filing - Greenhaven Road Investment Management L.P. filing for BARNES & NOBLE ED INC (BNED) - 2024-06-04

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 1)*

 

BARNES & NOBLE EDUCATION, INC.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

06777U101

(CUSIP Number)

 

Greenhaven Road Investment Management, LP

8 Sound Shore Drive, Suite 190

Greenwich, CT 06830

Attention: Scott Stewart Miller

Telephone: (203) 569-8920

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 31, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* 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 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.)

 

 

 

 

 

CUSIP No.: 06777U101

 

1NAME OF REPORTING PERSON

 

Scott Stewart Miller

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7.  SOLE VOTING POWER 0
8.  SHARED VOTING POWER 0
9.  SOLE DISPOSITIVE POWER 0
10.  SHARED DISPOSITIVE POWER 0

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

 

14TYPE OF REPORTING PERSON

 

IN

  

Page 2 of 9 pages

 

 CUSIP No.: 06777U101

 

1NAME OF REPORTING PERSON

 

Greenhaven Road Investment Management, LP

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6 CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7.  SOLE VOTING POWER 0
8.  SHARED VOTING POWER 0
9.  SOLE DISPOSITIVE POWER 0
10.  SHARED DISPOSITIVE POWER 0

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

 

14TYPE OF REPORTING PERSON

 

PN 

 

Page 3 of 9 pages

 

CUSIP No.: 06777U101

 

1NAME OF REPORTING PERSON

 

MVM Funds, LLC

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7.  SOLE VOTING POWER 0
8.  SHARED VOTING POWER 0
9.  SOLE DISPOSITIVE POWER 0
10.  SHARED DISPOSITIVE POWER 0

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

 

14TYPE OF REPORTING PERSON

 

OO 

 

Page 4 of 9 pages

 

CUSIP No.: 06777U101

 

1NAME OF REPORTING PERSON

 

Greenhaven Road Capital Fund 1, L.P.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

WC

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7.  SOLE VOTING POWER 0
8.  SHARED VOTING POWER 0
9.  SOLE DISPOSITIVE POWER 0
10.  SHARED DISPOSITIVE POWER 0
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

 

14TYPE OF REPORTING PERSON

 

PN

 

Page 5 of 9 pages

 

 CUSIP No.: 06777U101

 

1NAME OF REPORTING PERSON

 

Greenhaven Road Capital Fund 2, L.P.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

WC

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH:

7.  SOLE VOTING POWER 0
8.  SHARED VOTING POWER 0
9.  SOLE DISPOSITIVE POWER 0
10.  SHARED DISPOSITIVE POWER 0

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0       

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

 

14TYPE OF REPORTING PERSON

 

PN 

 

Page 6 of 9 pages

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the beneficial ownership of Common Stock, par value $0.01 per share (the “Common Stock”), of Barnes & Noble Education, Inc. (the “Company” or the “Issuer”). This Amendment No. 1 supplements Item 4, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on May 17, 2024 (the “Original 13D”).

 

ITEM 4.Purpose of Transaction.

 

On May 31, 2024, the Reporting Persons determined to sell all of their Common Stock (5,256,342 shares). The Reporting Persons sold all of their Common Stock on May 31, 2024 and June 3, 2024, as detailed in Item 5(c) below.

 

On June 4, 2024, the Reporting Persons submitted notice to the Issuer of the Reporting Persons’ election to participate in the Issuer’s announced rights offering, pursuant to which the Reporting Persons would receive 7 million shares of Common Stock. The closing of the rights offering is subject to the approval of the Issuer’s shareholders and other closing conditions.

 

On June 4, 2024, the Reporting Persons determined to sell, and did sell, call options on the Common Stock, as detailed in Item 5(c) below.

 

ITEM 5.Interest in Securities of the Issuer.

 

(a)            As of June 4, 2024, the filing date of this Amendment No. 1, the Reporting Persons do not beneficially own any Common Stock.

 

(b)            Not applicable.

 

(c)            No transactions in the Common Stock have been effected by any Reporting Person since the filing of the Original 13D, except as follows:

 

Reporting
Person
Trade
Date
Type Shares Price Per
Share
Fund 1 5/31/2024 Open Market Sale 29,176 $0.5000
Fund 1 5/31/2024 Open Market Sale 56,634 $0.5000
Fund 1 5/31/2024 Open Market Sale 1,487,726 $0.5382
Fund 2 5/31/2024 Open Market Sale 34,429 $0.5000
Fund 2 5/31/2024 Open Market Sale 66,833 $0.5000
Fund 2 5/31/2024 Open Market Sale 1,755,627 $0.5382
Fund 1 6/3/2024 Open Market Sale 718,215 $0.4426
Fund 2 6/3/2024 Open Market Sale 1,107,702 $0.4426

 

Page 7 of 9 pages

 

 

Reporting
Person
Trade
Date
Type Contracts
(100 shares each)
Premium
Per Share
Fund 1 6/4/2024 Open Market Sale of Jan ’25 0.50 Call Option 5,150 $0.1648
Fund 2 6/4/2024 Open Market Sale of Jan ’25 0.50 Call Option 6,079 $0.1648

 

(d)            Not applicable.

 

(e)            On May 31, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

 

Page 8 of 9 pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.

 

Dated: June 4, 2024

 

Scott Stewart Miller  
Greenhaven Road Investment Management, LP  
MVM Funds, LLC  
Greenhaven Road Capital Fund 1, L.P.  
Greenhaven Road Capital Fund 2, L.P.  
   
   
By: /s/ Scott Stewart Miller  
Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of the Funds and the Investment Manager)  

 

Page 9 of 9 pages