SEC Form 4 · accession 0000950138-15-000553
Barnes & Noble Education, Inc. · BNED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Max J. Roberts
Officer — Chief Executive Officer · Director
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 5:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001634117
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 3, 2015 | A | 52,320 | $0.00 | A | 86,906 | D | |
| Common StockF3 | Aug 3, 2015 | A | 265,758 | $0.00 | A | 352,664 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These unvested restricted stock units (payable solely in common stock of the Issuer on each vesting date) were granted to replace 26,250 unvested restricted stock units of Barnes & Noble, Inc. ("Barnes & Noble") in connection with the Issuer becoming a public company. One third of this grant shall vest on March 5, 2016, and the remaining two thirds shall vest on March 5, 2017, in accordance with the remaining vesting schedule of the original grant of Barnes & Noble restricted stock units.
- F2Includes 34,586 shares acquired in a pro rata distribution by Barnes & Noble on August 2, 2015 to its stockholders of record at the close of business on July 27, 2015.
- F3These unvested restricted stock units (payable solely in common stock of the Issuer on each vesting date) were granted to replace 133,334 unvested restricted stock units of Barnes & Noble in connection with the Issuer becoming a public company. One half of this grant shall vest on February 7, 2016, and the remaining half shall vest on February 7, 2017, in accordance with the remaining vesting schedule of the original grant of Barnes & Noble restricted stock units.
Remarks
EXHIBIT LIST - Exhibit 24 - Power of Attorney for Max J. Roberts