Toro 18 Holdings Llc - Jun 10, 2024 Form 3 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role: Director, 10%+ Owner
Signature: Toro 18 Holdings LLC, By: /s/ Eric Singer, President and CEO
Stock symbol: BNED
Transactions as of: Jun 10, 2024
Transactions value $: $0
Form type: 3
Date filed: 6/12/2024, 05:35 PM
Previous filing: Dec 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BNED	Common Stock						11M	Jun 10, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. Hoffman 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. Each of Messrs. Martin, Singer, Nader and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman and Mr. Nader will file separate Section 16 reports.
F2	Securities owned directly by Toro 18. Immersion, as the sole member of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Singer, as the President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.

Content

This Form 3 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. Hoffman 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. Each of Messrs. Martin, Singer, Nader and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman and Mr. Nader will file separate Section 16 reports.

Securities owned directly by Toro 18. Immersion, as the sole member of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Singer, as the President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Toro 18 and Immersion may be deemed directors by deputization of the Issuer due to Messrs. Martin, Singer, Nader and Ms. Hoffman serving on the boards of directors of both the Issuer and Immersion.