SC 13G/A

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Lids Holdings, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Barnes & Noble Education, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

06777U101

(CUSIP Number)

June 10, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

The aggregate percentage of Shares reported owned by each person named herein is based upon 26,204,956 shares of common stock, par value $0.01 per share (the “Common Stock”) of the Issuer, which is the total number of Shares outstanding following the closing of the Rights Offering and PIPE Transaction, according to the Issuer.

(1)

The amount reported represents 11,539 shares of Common Stock directly held by Lids Holdings, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power.

(1)

The amount reported represents 4,448,928 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power.

(1)

The amount reported represents (1) 11,539 shares of Common Stock directly held by Fanatics Leader Topco, Inc. and beneficially owned by Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power, (2) 11,539 shares of Common Stock directly held by Lids Holdings, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power, (3) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (4) 4,448,928 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power.

(1)

The amount reported represents 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power.

(1)

The amount reported represents (1) 11,539 shares of Common Stock directly held by Lids Holdings, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power, (2) 4,608 shares of Common Stock directly held by Fanatics Lids College, Inc. and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power and (3) 4,448,928 shares of Common Stock directly held by TopLids LendCo, LLC and beneficially owned by FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin with respect to which each of the foregoing persons have shared dispositive power and voting power.

(1)

(1)

(1)

AMENDMENT NO. 3 TO SCHEDULE 13G

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Barnes & Noble Education, Inc. (the “Issuer”) on August 10, 2021 (as amended by Amendment No. 1, filed with the SEC on February 14, 2022, and Amendment No. 2, filed with the SEC on February 14, 2023, the “Schedule 13G”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13G. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed in the Schedule 13G.

Explanatory Note: This Amendment No. 3 is being filed as a result of the transactions contemplated by that certain standby, securities purchase and debt conversion agreement April 16, 2024 (the “Purchase Agreement”), by and among the Issuer, Toro 18, Selz Family 2011 Trust, Outerbridge Capital Management, LLC, Vital Fundco, LLC and TopLids LendCo, LLC (“TopLids”) pursuant to which, among other things, the Issuer issued of 444,892,798 shares of Common Stock to TopLids upon the conversion of all outstanding principal and any accrued and unpaid interest under that Term Loan Credit Agreement, dated as of June 7, 2022, among the Issuer, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids and Vital Fundco, LLC, as lenders, and TopLids as administrative agent and collateral agent for the lenders. Following the closing of the transactions contemplated by the Purchase Agreement, the Issuer effectuated a reverse stock split of the shares of Common Stock at a ratio of 1-for-100.

The following Items of the Schedule 13G are hereby amended and restated as follows:

Item 2.

(a)

Name of Person Filing

This statement is being jointly filed by the following (collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k) of the Act:

Lids Holdings, Inc.

TopLids LendCo, LLC

Fanatics Leader Topco, Inc.

Fanatics Lids College, Inc.

FanzzLids Holdings, LLC

Fanatics Leader Holdings, LLC

Kynetic F, LLC

Michael G. Rubin

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1).

Pursuant to Rule 13d-1 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

(b)

Address of the Principal Office or, if none, residence

For Lids Holdings, Inc., TopLids LendCo, LLC, Fanatics Leader Topco, Inc., Fanatics Lids College, Inc., FanzzLids Holdings, LLC and Fanatics Leader Holdings, LLC:

95 Morton Street

New York, NY 10014

For Kynetic F, LLC and Michael G. Rubin:

225 Washington Street, 3^rd Floor

Conshohocken, PA 19428

(c)

Citizenship

Lids Holdings, Inc., Fanatics Lids College, Inc., TopLids LendCo, LLC, FanzzLids Holdings, LLC, Fanatics Leader Topco, Inc.,

Fanatics Leader Holdings, LLC and Kynetic F, LLC are each companies incorporated or organized under the laws of Delaware. Michael G. Rubin is a citizen of the United States of America.

(d)

Title of Class of Securities

Common stock, par value $0.01 per share

(e)

CUSIP Number

06777U101

Item 4. Ownership.

Items 5 through 11 of each of the cover pages of this Amendment No. 3 are incorporated herein by reference.

Fanatics Lids College, Inc. directly owns 4,608 shares of Common Stock, Lids Holdings, Inc. directly owns 11,539 shares of Common Stock, and TopLids LendCo, LLC directly owns 4,448,928 shares of Common Stock. Each of Fanatics Lids College, Inc., Lids Holdings, Inc. and TopLids LendCo, LLC are wholly owned subsidiaries of FanzzLids Holdings, LLC, which, as a result, beneficially owns the cumulative 4,465,075 shares of Common Stock.

FanzzLids Holdings, LLC is a joint venture between Lids Investment Holdings, LLC and Fanatics Leader Holdings, LLC. As the majority member of FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC may be deemed to be the beneficial owner of the 4,465,075 shares of Common Stock beneficially owned by FanzzLids Holdings, LLC.

Fanatics Leader Topco, Inc., as the sole member of Fanatics Leader Holdings, LLC, may be deemed to beneficially own the 4,465,075 shares of Common Stock beneficially owned by Fanatics Leader Holdings, LLC, and, additionally, Fanatics Leader Topco, Inc. directly owns 11,539 shares of Common Stock (resulting in an aggregated beneficial ownership of 4,476,614 shares of Common Stock).

Kynetic F, LLC, 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 Leader Topco, Inc., indirectly owns a controlling percentage of the outstanding voting securities of Fanatics Leader Topco, Inc. and may be deemed to be the beneficial owner of the 4,476,614 shares of Common Stock beneficially owned by Fanatics Leader Topco, Inc.

Michael G. Rubin is the managing member of Kynetic F, LLC and, as a result, may be deemed to be the beneficial owner of the 4,476,614 shares of Common Stock beneficially owned by Kynetic F, LLC.

Each of the Reporting Persons specifically disclaims beneficial ownership of the Common Stock reported herein that are not directly owned by such Reporting Person except to the extent of his or its pecuniary interest therein.

Item 8. Identification and Classification of Members of the Group.

By virtue of the relationships as described above in Item 4, the Reporting Persons may be deemed to be a group.

Item 9. Notice of Dissolution of a Group.

Not applicable.

Item 10. Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits.

Exhibit 99.1

Joint Filing Agreement dated June 18, 2024, by and among Lids Holdings, Inc., Fanatics Lids College, Inc., TopLids LendCo, LLC, FanzzLids Holdings, LLC, Fanatics Leader Holdings, LLC, Fanatics Leader Topco, Inc., Kynetic F, LLC and Michael G. Rubin.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 20, 2024


Lids Holdings, Inc.

By:		/s/ Thomas H. Ripley
Name:		Thomas H. Ripley
Title:		President

Fanatics Lids College, Inc.

By:		/s/ Thomas H. Ripley
Name:		Thomas H. Ripley
Title:		President

TopLids LendCo, LLC

By: TopLids Co., Inc., its sole member

By:		/s/ Lawrence S. Berger
Name:		Lawrence S. Berger
Title:		President

FanzzLids Holdings, LLC

By:		/s/ Thomas H. Ripley
Name:		Thomas H. Ripley
Title:		Authorized Person

Fanatics Leader Topco, Inc.

By:		/s/ Thomas H. Ripley
Name:		Glenn H. Schiffman
Title:		Chief Financial Officer

Fanatics Leader Holdings, LLC

By:		/s/ Glenn H. Schiffman
Name:		Glenn H. Schiffman
Title:		Chief Financial Officer

Kynetic F, LLC

By:		/s/ Michael G. Rubin
Name:		Michael G. Rubin
Title:		Managing Member

		/s/ Michael G. Rubin
Name:		Michael G. Rubin