0001634117-20-000141.txt : 20201029
0001634117-20-000141.hdr.sgml : 20201029
20201029170136
ACCESSION NUMBER: 0001634117-20-000141
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201022
FILED AS OF DATE: 20201029
DATE AS OF CHANGE: 20201029
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HENDERSON DAVID GORDON
CENTRAL INDEX KEY: 0001830135
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201273461
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: 0502
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
wf-form3_160400528101548.xml
FORM 3
X0206
3
2020-10-22
0
0001634117
Barnes & Noble Education, Inc.
BNED
0001830135
HENDERSON DAVID GORDON
C/O BARNES & NOBLE EDUCATION, INC.
120 MOUNTAINVIEW BLVD.
BASKING RIDGE
NJ
07920
0
1
0
0
Pres, MBS; EVP, Strat Services
Common Stock
198462
D
Non-Qualified Stock Option (Right to Buy)
2.46
2021-09-22
2030-09-22
Common Stock
54258.0
D
Non-Qualified Stock Option (Right to Buy)
5.0
2021-09-22
2030-09-22
Common Stock
54258.0
D
Phantom Share Unit
2021-09-22
2023-09-22
Common Stock
118902.0
D
Shares include 52,380 Performance Share Units (PSUs) 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 PSUs) and BNED Adjusted EBITDA (50% of the PSUs). The performance period is the two year period beginning April 28, 2019 and ending on May 1, 2021. Earned PSUs 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 ending on June 19, 2022. Unearned PSUs and earned PSUs that have not satisfied the one-year holding period will be forfeited.
Shares include 55,113 Restricted Stock Units(RSUs). Each RSU represents the contingent right to receive one share of Company common stock, par value $0.01. 17,460 RSUs will vest on each of June 19, 2021 and June 19, 2022, and 20,193 RSUs will vest on September 26, 2021, or in each case, if such date is not a business day, the business day immediately following such date.
Non-qualified Stock Options granted with an exercise price of $2.46 per share, which was the fair market value on the date of grant. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030
Non-qualified Stock Options granted with an above market exercise price of $5 per share. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030.
Each phantom share represents the economic equivalent to one share of common stock of the Company and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed $7.38 per share. The phantom shares vest and will be settled in three equal installments on each of September 22, 2021, September 22, 2022 and September 22, 2023, or in each case, if such date is not a business day, the business day immediately following such date.
/s/ David G. Henderson
2020-10-29