0001634117-24-000032.txt : 20240621 0001634117-24-000032.hdr.sgml : 20240621 20240621165706 ACCESSION NUMBER: 0001634117-24-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240619 FILED AS OF DATE: 20240621 DATE AS OF CHANGE: 20240621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOFFMAN EMILY CENTRAL INDEX KEY: 0001971820 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241061205 MAIL ADDRESS: STREET 1: 2999 N.E. 191ST STREET STREET 2: SUITE 610 CITY: AVENTURA STATE: FL ZIP: 33180 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Barnes & Noble Education, Inc. CENTRAL INDEX KEY: 0001634117 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 460599018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 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 wk-form4_1719003419.xml FORM 4 X0508 4 2024-06-19 0 0001634117 Barnes & Noble Education, Inc. BNED 0001971820 HOFFMAN EMILY C/O IMMERSION CORPORATION 2999 N.E. 191ST STREET, SUITE 610 AVENTURA FL 33180 1 0 0 1 See Explanation of Responses 0 Common Stock 2024-06-19 4 A 0 7441 0 A 7441 D This Form 4 is filed by Emily Hoffman (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC, Immersion Corporation, William C. Martin, Eric Singer and Elias Nader for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of common stock, par value $0.01 (the "Common Stock"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group except to the extent of her pecuniary interest therein and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The other members of the Section 13(d) group will file separate Section 16 reports, as applicable. Grant of restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of Common Stock, of the Issuer. The RSUs vest on the earlier of one year from the date of grant or Issuer's the next annual meeting of stockholders. /s/ Michael C. Miller, as attorney-in-fact for Emily Hoffman 2024-06-21 EX-24.1 2 hoffmanpoa2024.htm EX-24.1 HOFFMAN 2024 POA Document

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael C. Miller and Kimberly A. Doyle, her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her and in her name, place and stead, in any and all capacities, to execute for and on her 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 she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 Princeton, New Jersey, United States of America    
on this 13 day of June, 2024.

/s/ Emily S. Hoffman
Emily S. Hoffman