X0508
4
2024-06-19
0
0001634117
Barnes & Noble Education, Inc.
BNED
0001971820
HOFFMAN EMILY
C/O IMMERSION CORPORATION
2999 N.E. 191ST STREET, SUITE 610
AVENTURA
FL
33180
1
0
0
1
See Explanation of Responses
0
Common Stock
2024-06-19
4
A
0
7441
0
A
7441
D
This Form 4 is filed by Emily Hoffman (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC, Immersion Corporation, William C. Martin, Eric Singer and Elias Nader for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of common stock, par value $0.01 (the "Common Stock"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group except to the extent of her pecuniary interest therein and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The other members of the Section 13(d) group will file separate Section 16 reports, as applicable.
Grant of restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of Common Stock, of the Issuer. The RSUs vest on the earlier of one year from the date of grant or Issuer's the next annual meeting of stockholders.
/s/ Michael C. Miller, as attorney-in-fact for Emily Hoffman
2024-06-21
DocumentPOWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael C. Miller and Kimberly A. Doyle, her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her and in her name, place and stead, in any and all capacities, to execute for and on her behalf, in the undersigned’s capacity as an officer and/or director of Barnes & Noble Education, Inc. (the “Company”), any Form 3, Form 4 and Form 5, and any and all amendments thereto, and any other documents in connection therewith or other forms or documents required by Section 16(a) of the Securities Exchange Act of 1934 and any rules thereunder (“Section 16(a)”), and to file the same with the Securities and Exchange Commission as required by Section 16(a), granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
Executed in Princeton, New Jersey, United States of America
on this 13 day of June, 2024.
| | | | | |
| /s/ Emily S. Hoffman |
| Emily S. Hoffman |