SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
SHAR JONATHAN

(Last) (First) (Middle)
C/O BARNES & NOBLE EDUCATION, INC.
120 MOUNTAINVIEW BLVD.

(Street)
BASKING RIDGE NJ 07920

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2020
3. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc. [ BNED ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Retail & Client Solutions
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 86,692(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) 09/22/2021(3) 09/22/2030 Common Stock 108,516 2.46 D
Non-Qualified Stock Option (Right to Buy) 09/22/2021(4) 09/22/2030 Common Stock 108,516 5 D
Phantom Share Unit 09/22/2021 09/22/2023 Common Stock 237,805 (5) D
Explanation of Responses:
1. Shares include 33,333 Performance Share Units (PSUs) which are earned based on a combination of the Company's performance over the performance period as measured by absolute total shareholder return reflected by the BNED Common Stock price (50% of the PSUs) and BNED Adjusted EBITDA (50% of the PSUs). The performance period is the two year period beginning April 28, 2019 and ending on May 1, 2021. Earned PSUs will be converted to shares of Company Common Stock on a one-for-one basis after the expiration of an additional one year holding period ending on June 19, 2022. Unearned PSUs and earned PSUs that have not satisfied the one-year holding period will be forfeited.
2. Shares include 32,479 Restricted Stock Units(RSUs). Each RSU represents the contingent right to receive one share of Company common stock, par value $0.01. 11,111 RSUs will vest on each of June 19, 2021 and June 19, 2022, and 10,257 RSUs will vest on September 26, 2021, or in each case, if such date is not a business day, the business day immediately following such date.
3. Non-qualified Stock Options granted with an exercise price of $2.46 per share, which was the fair market value on the date of grant. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030.
4. Non-qualified Stock Options granted with an above market exercise price of $5 per share. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030.
5. Each phantom share represents the economic equivalent to one share of common stock of the Company and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed $7.38 per share. The phantom shares vest and will be settled in three equal installments on each of September 22, 2021, September 22, 2022 and September 22, 2023, or in each case, if such date is not a business day, the business day immediately following such date.
Remarks:
/s/ Jonathan Shar 10/29/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.