SEC Form 4 · accession 0000921895-26-001777
Barnes & Noble Education, Inc. · BNED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
IMMERSION CORP
Director · 10% Owner
William C Martin
Director · 10% Owner
Eric Singer
Director · 10% Owner
TORO 18 HOLDINGS LLC
Director · 10% Owner
Period of report
Jul 6, 2026
Accepted (ET)
Jul 8, 2026 · 5:34 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001634117
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Put Option (obligation to buy)F1 | $10.00 | Jul 6, 2026 | S | 5,000 | D | Jul 6, 2026 | Mar 19, 2027 | Common Stock | 500,000 | 5,000 | D |
| Put Option (obligation to buy)F2,F1 | $11.50 | Jul 6, 2026 | S | 12,000 | D | Jul 6, 2026 | Mar 19, 2027 | Common Stock | 1,200,000 | 12,000 | D |
| Put Option (obligation to buy)F1 | $10.00 | Jul 7, 2026 | S | 2,000 | D | Jul 7, 2026 | Mar 19, 2027 | Common Stock | 200,000 | 7,000 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. Hoffman 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. Each of Messrs. Martin and Singer and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman will file separate Section 16 reports.
- F2Sales were made in multiple transactions at prices ranging from $1.8000 to $2.3000 per Put Option (obligation to purchase). The price reported is a weighted average price. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in the immediately preceding sentence.
Remarks
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Toro 18 and Immersion may be deemed directors by deputization of the Issuer due to Messrs. Martin and Singer and Ms. Hoffman serving on the boards of directors of both the Issuer and Immersion.