0000950170-24-079863.txt : 20240701 0000950170-24-079863.hdr.sgml : 20240701 20240701193051 ACCESSION NUMBER: 0000950170-24-079863 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240610 FILED AS OF DATE: 20240701 DATE AS OF CHANGE: 20240701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUBIN MICHAEL CENTRAL INDEX KEY: 0001123356 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241092427 MAIL ADDRESS: STREET 1: C/O KYNETIC, LLC STREET 2: 225 WASHINGTON STREET, 3RD FLOOR CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fanatics Lids College, Inc CENTRAL INDEX KEY: 0002028233 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241092429 BUSINESS ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 4107036607 MAIL ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FANZZLIDS HOLDINGS, LLC CENTRAL INDEX KEY: 0001769965 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241092428 BUSINESS ADDRESS: STREET 1: C/O LAUKAHI LLC STREET 2: 5616 OAK PLACE CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 2022102234 MAIL ADDRESS: STREET 1: 4500 EAST WEST HIGHWAY STREET 2: STE 125 CITY: BETHESDA STATE: MD ZIP: 20814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fanatics Leader Topco, Inc. CENTRAL INDEX KEY: 0002028865 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241092430 BUSINESS ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 4107036607 MAIL ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lids Holdings, Inc. CENTRAL INDEX KEY: 0002028257 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241092432 BUSINESS ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 4107036607 MAIL ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TopLids LendCo, LLC CENTRAL INDEX KEY: 0002028259 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241092431 BUSINESS ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 4107036607 MAIL ADDRESS: STREET 1: 95 MORTON STREET CITY: NEW YORK STATE: NY ZIP: 10014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Barnes & Noble Education, Inc. CENTRAL INDEX KEY: 0001634117 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 460599018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 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 3 1 ownership.xml 3 X0206 3 2024-06-10 0 0001634117 Barnes & Noble Education, Inc. BNED 0002028257 Lids Holdings, Inc. 95 MORTON STREET NEW YORK NY 10014 false false true false 0002028259 TopLids LendCo, LLC 95 MORTON STREET NEW YORK NY 10014 false false true false 0002028865 Fanatics Leader Topco, Inc. 95 MORTON STREET NEW YORK NY 10014 false false true false 0002028233 Fanatics Lids College, Inc 95 MORTON STREET NEW YORK NY 10014 false false true false 0001769965 FANZZLIDS HOLDINGS, LLC 95 MORTON STREET NEW YORK NY 10014 false false true false 0001123356 RUBIN MICHAEL 225 WASHINGTON STREET, 3RD FLOOR CONSHOHOCKEN PA 19428 false false true false Common Stock 4476614 D This Form 3 is filed jointly by Lids Holdings, Inc. ("Lids Holdings"), TopLids LendCo, LLC ("TopLids"), Fanatics Leader Topco, Inc. ("Fanatics LTI"), Fanatics Lids College, Inc. ("Fanatics Lids"), FanzzLids Holdings, LLC ("FanzzLids"), and Michael G. Rubin (collectively, the "Reporting Persons"). The Reporting Persons constitute a group for purposes of Section 13(d) of the Securities Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. 11,539 shares of Common Stock reported herein are held by Lids Holdings, which is a wholly owned subsidiary of FanzzLids. The majority member of FanzzLids is Fanatics Leader Holdings, LLC ("Fanatics Leader LLC"). The sole member of Fanatics Leader LLC is Fanatics LTI. Kynetic F, LLC ("Kynetic"), on account of its share of the ownership of the voting securities of Fanatics Holdings, Inc., which indirectly owns 100% of the outstanding capital stock of Fanatics LTI, indirectly owns a controlling percentage of the outstanding voting securities of Fanatics LTI. Mr. Rubin is the managing member of Kynetic and as such may ultimately be deemed the beneficial owner of the shares of Common Stock held by Lids Holdings. 11,539 shares of Common Stock reported herein are held by Fanatics LTI. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by Fanatics LTI. (continued from footnote 2) 4,608 shares of Common Stock reported herein are held by Fanatics Lids, which is a wholly owned subsidiary of FanzzLids. The majority member of FanzzLids is Fanatics Leader LLC. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by Fanatics Lids. 4,448,928 shares of Common Stock reported herein are held by TopLids, which is a wholly owned subsidiary of FanzzLids. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by TopLids. Lids Holdings, Inc., /s/ Thomas H. Ripley, President 2024-07-01 Fanatics Lids College, Inc., /s/ Thomas H. Ripley, President 2024-07-01 TopLids LendCo, LLC, By: TopLids Co., Inc., its sole member, /s/ Lawrence S. Berger, President 2024-07-01 FanzzLids Holdings, LLC, /s/ Thomas H. Ripley, Authorized Person 2024-07-01 Fanatics Leader Topco, Inc., /s/ Glenn H. Schiffman, Chief Financial Officer 2024-07-01 /s/ Michael G. Rubin 2024-07-01