0001634117-21-000098.txt : 20210927 0001634117-21-000098.hdr.sgml : 20210927 20210927171350 ACCESSION NUMBER: 0001634117-21-000098 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210923 FILED AS OF DATE: 20210927 DATE AS OF CHANGE: 20210927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NENKE DAVID W. B. CENTRAL INDEX KEY: 0001885077 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 211282668 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: 0430 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_163277721735211.xml FORM 3 X0206 3 2021-09-23 0 0001634117 Barnes & Noble Education, Inc. BNED 0001885077 NENKE DAVID W. B. C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAINVIEW BLVD BASKING RIDGE NJ 07920 0 1 0 0 Pres, DSS Phantom Share Unit 2022-03-24 2024-03-24 Common Stock 52425.0 D 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 $22.89 per share. The phantom shares vest and will be settled in three equal installments on each of March 24, 2022, March 24, 2023 and March 24, 2024, or in each case, if such date is not a business day, the business day immediately following such date. /s/ Michael C. Miller, as attorney-in-fact for David Nenke 2021-09-27 EX-24 2 powerofattorney-nenke.htm POA2021-NENKE Document



POWER OF ATTORNEY


    KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael C. Miller and Thomas D. Donohue, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to execute for and on his behalf, in the undersigned’s capacity as an officer and/or director of Barnes & Noble Education, Inc. (the “Company”), any Form 3, Form 4 and Form 5, and any and all amendments thereto, and any other documents in connection therewith or other forms or documents required by Section 16(a) of the Securities Exchange Act of 1934 and any rules thereunder (“Section 16(a)”), and to file the same with the Securities and Exchange Commission as required by Section 16(a), granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    Executed in San Francisco, California on this 15 day of September, 2021.



/s/ David Nenke
David Nenke