SEC Form 4 · accession 0000950138-15-000558
Barnes & Noble Education, Inc. · BNED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Maloney
Officer — Exec. VP and COO
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 5:54 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 | 17,938 | $0.00 | A | 30,223 | D | |
| Common StockF3 | Aug 3, 2015 | A | 66,440 | $0.00 | A | 96,663 | 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 9,000 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 12,285 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 33,334 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.