Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2020
(Exact name of registrant as specified in its charter)
Delaware 1-3749946-0599018
(State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification No.)
120 Mountainview Blvd., Basking Ridge, NJ 07920
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(908) 991-2665
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of ClassTrading SymbolName of Exchange on which registered
Common Stock, $0.01 par value per shareBNEDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 3.02. Unregistered Sales of Equity Securities.

On December 20, 2020, Barnes & Noble Education, Inc. (the “Company”) entered into subscription agreements with respect to the investment of an aggregate of $14,999,998.00 by Fanatics, Inc. and Lids Holdings, Inc. to purchase an aggregate of 2,307,692 shares of the Company’s common stock, $0.01 par value per share. The issuance of shares to each investor was completed in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 506 of SEC Regulation D thereunder.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the Company’s entering into commercial agreements with Fanatics and Lids and related matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.                     
Exhibit No. Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 21, 2020 By: /s/ Michael C. Miller
Name: Michael C. Miller
Title: Chief Legal Officer and Executive Vice President, Corporate Affairs



Exhibit No. Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)