0000950138-15-000552.txt : 20150805 0000950138-15-000552.hdr.sgml : 20150805 20150805174319 ACCESSION NUMBER: 0000950138-15-000552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150803 FILED AS OF DATE: 20150805 DATE AS OF CHANGE: 20150805 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Barnes & Noble Education, Inc. CENTRAL INDEX KEY: 0001634117 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 460599018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 908-991-2665 MAIL ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUSEBY MICHAEL CENTRAL INDEX KEY: 0001274572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 151030217 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DR STREET 2: C/O CHARTER COMMUNICATIONS CITY: ST LOUIS STATE: MO ZIP: 63131 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-08-03 0001634117 Barnes & Noble Education, Inc. BNED 0001274572 HUSEBY MICHAEL C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAIN VIEW BLVD BASKING RIDGE NJ 07920 1 1 0 0 Executive Chairman Common Stock 2015-08-03 4 A 0 44846 0 A 177487 D These unvested restricted stock units (payable solely in common stock of the Issuer on each vesting date) were granted to replace 22,500 unvested restricted stock units of Barnes & Noble, Inc. ("Barnes & Noble") in connection with the Reporting Person's termination of employment with Barnes & Noble and becoming Executive Chairman of the Issuer. 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. Includes 132,641 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. EXHIBIT LIST - Exhibit 24 - Power of Attorney for Michael P. Huseby /s/ Sheedeh Moayery, as Attorney-in-Fact for Michael P. Huseby 2015-08-05 EX-24 2 poahuseby.htm POWER OF ATTORNEY FOR MICHAEL P. HUSEBY
Exhibit 24

 
POWER OF ATTORNEY
The undersigned with respect to the matters described herein, hereby constitutes and appoints Barry F. Brover and Sheedeh Moayery, each of whom may act individually, as my true and lawful attorney-in-fact to:
(1)
 
Execute for and on behalf of the undersigned all forms or documents (collectively, the “Forms”) to be filed under the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the “Exchange Act”) with respect to transactions by the undersigned in securities issued by Barnes & Noble Education, Inc. (the “Company”), including without limitation any Forms 3, 4 or 5, Form 144 or Schedule 13D, and any amendments to any of the foregoing;
 
(2)
 
Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms and timely file such Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)
 
Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned understands and confirms that the Forms executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, and shall not be liable or responsible for, nor shall the Company be liable or responsible for, any of the undersigned’s responsibilities to comply with the Exchange Act.
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 securities issued by the Company, unless earlier revoked with respect to any of the attorneys-in-fact named herein by the undersigned in a signed writing delivered to such person or persons or the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July, 2015.
 
 
/s/ Michael P. Huseby
 
 
Name: Michael P. Huseby