Lids Holdings, Inc. - Dec 16, 2024 Form 4 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role
10%+ Owner
Signature
Lids Holdings, Inc., /s/ Thomas H. Ripley, President
Stock symbol
BNED
Transactions as of
Dec 16, 2024
Transactions value $
-$16,875,000
Form type
4
Date filed
12/18/2024, 05:00 PM
Previous filing
Jul 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNED Common Stock Sale -$16.9M -1.5M -33.51% $11.25 2.98M Dec 16, 2024 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lids Holdings, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Lids Holdings, Inc. ("Lids Holdings"), TopLids LendCo, LLC ("TopLids"), Fanatics Leader Topco, Inc. ("Fanatics LTI"), Fanatics Lids College, Inc. ("Fanatics Lids"), FanzzLids Holdings, LLC ("FanzzLids"), and Michael G. Rubin (collectively, the "Reporting Persons"). The Reporting Persons constitute a group for purposes of Section 13(d) of the Securities Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2 Following the reported transaction, 0 shares of Common Stock reported herein are held by Lids Holdings, which is a wholly owned subsidiary of FanzzLids. The majority member of FanzzLids is Fanatics Leader Holdings, LLC ("Fanatics Leader LLC"). The sole member of Fanatics Leader LLC is Fanatics LTI. Kynetic F, LLC ("Kynetic"), on account of its share of the ownership of the voting securities of Fanatics Holdings, Inc., which indirectly owns 100% of the outstanding capital stock of Fanatics LTI, indirectly owns a controlling percentage of the outstanding voting securities of Fanatics LTI. Mr. Rubin is the managing member of Kynetic and as such may ultimately be deemed the beneficial owner of the shares of Common Stock held by Lids Holdings.
F3 (continued from footnote 2) Following the reported transaction, 11,539 shares of Common Stock reported herein are held by Fanatics LTI. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by Fanatics LTI. Following the reported transaction, 4,608 shares of Common Stock reported herein are held by Fanatics Lids, which is a wholly owned subsidiary of FanzzLids. The majority member of FanzzLids is Fanatics Leader LLC. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by Fanatics Lids. Following the reported transactions, 2,960,467 shares of Common Stock reported herein are held by TopLids, which is a wholly owned subsidiary of FanzzLids. As a result of the ownership structures noted above, Mr. Rubin may ultimately be deemed the beneficial owner of the shares of Common Stock held by TopLids.
F4 Common Stock was sold in open market transactions for the accounts of Lids Holdings and TopLids. Fanatics LTI, Fanatics Lids, FanzzLids, Michael G. Rubin, Fanatics Leader LLC and Kynetic did not sell any Common Stock.