0001634117-19-000037.txt : 20190621 0001634117-19-000037.hdr.sgml : 20190621 20190621165040 ACCESSION NUMBER: 0001634117-19-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190619 FILED AS OF DATE: 20190621 DATE AS OF CHANGE: 20190621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLER MICHAEL CONNOLLY CENTRAL INDEX KEY: 0001643505 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 19912071 MAIL ADDRESS: STREET 1: C/O BARNES & NOBLE EDUCATION, INC STREET 2: 120 MOUNTAIN VIEW BLVD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 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: 0429 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 4 1 wf-form4_156115022339396.xml FORM 4 X0306 4 2019-06-19 0 0001634117 Barnes & Noble Education, Inc. BNED 0001643505 MILLER MICHAEL CONNOLLY C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAIN VIEW BLVD BASKING RIDGE NJ 07920 0 1 0 0 EVP, Corp Strat & Gen Counsel Common Stock 2019-06-19 4 A 0 52380 0 A 185550 D Common Stock 2019-06-19 4 A 0 52380 0 A 237930 D Grant of restricted stock units (RSUs). Each RSU represents the contingent right to receive one share of common stock, par value $0.01, of the Company. The RSUs vest and will be settled in three equal installments on each of June 19, 2020, June 19, 2021 and June 19, 2022, or in each case, if such date is not a business day, the business day immediately following such date. Grant of Performance Units, which are earned based on a combination of the Company's performance over the performance period as measured by absolute total shareholder return reflected by the BNED Common Stock price (50% of the Performance Units) and BNED Adjusted EBITDA (50% of the Performance Units). The performance period is the two year period beginning April 28, 2019 and ending on May 1, 2021. Earned Performance Units will be converted to shares of Company Common Stock on a one-for-one basis after the expiration of an additional one year holding period. Unearned Performance Units and earned Performance Units that have not satisfied the one-year holding period will be forfeited. /s/ Michael Connolly Miller 2019-06-21