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