July 11, 2024

Scott Stewart Miller
Managing Member of MVM Funds, LLC
Greenhaven Road Investment Management, LP
c/o Royce & Associates LLC
8 Sound Shore Drive, Suite 190
Greenwich, CT 06830

        Re: Greenhaven Road Investment Management, LP
            Barnes & Noble Education, Inc.
            Schedule 13D Filed by Greenhaven Road Investment Management, LP et 
al.
            Filed May 17, 2024
            File No. 005-88954
Dear Scott Stewart Miller:

       We have reviewed the above-captioned filing and have the following 
comments.

       Please respond to this letter by amending the filing or by providing the 
requested
information. If you do not believe our comments apply to your facts and 
circumstances or that an
amendment is appropriate, please advise us why in a response letter.

        After reviewing any amendment to the filing and any information 
provided in response to
these comments, we may have additional comments.

Schedule 13D Filed May 17, 2024
General

1.      We note the date of the event reported as requiring the filing of the 
Statement was March
        29, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a 
Schedule 13D within
        five business days after the date beneficial ownership of more than 
five percent of a class
        of equity securities specified in Rule 13d-1(i)(1) was acquired. Based 
on the March 29,
        2024 event date, the Schedule 13D submitted on May 17, 2024 was not 
timely filed.
        Please advise us why the Schedule 13D was not filed within the required 
five business
        days after the date of the acquisition.
 July 11, 2024
Page 2
Item 6, page 10

2.     Instruction A to the Special Instructions for Complying with Schedule 
13D explains that a
       filer must "[a]nswer every item" and "[i]f an item is inapplicable or 
the answer is in the
       negative, so state." We note, for example, that the Special Instructions 
provide at the
       outset that "[d]isclosure of the information specified in this schedule 
is
       mandatory." Instruction B to these instructions further provides that 
"[i]nformation
       contained in exhibits to the statement may be incorporated by reference 
in answer or
       partial answer to any item . . . ." The instructions, however, do not 
specify that cross-
       referencing to other responses within the Schedule 13D serves as a 
satisfactory means of
       effectuating compliance. Please advise us, with a view toward revised 
disclosure, why a
       generic statement that reads "See Item 4" was offered as disclosure 
responsive to Item 6
       of Schedule 13D.

        We remind you that the filing persons are responsible for the accuracy 
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of 
action by the staff.

      Please direct any questions to Shane Callaghan at 202-551-6977 or 
Nicholas Panos at
202-551-3266.



                                                            Sincerely,

                                                            Division of 
Corporation Finance
                                                            Office of Mergers & 
Acquisitions