Toro 18 Holdings Llc - Mar 12, 2025 Form 4 Insider Report for Barnes & Noble Education, Inc. (BNED)

Signature
Toro 18 Holdings LLC, By: /s/ Eric Singer, President and CEO
Stock symbol
BNED
Transactions as of
Mar 12, 2025
Transactions value $
$1,731,361
Form type
4
Date filed
3/14/2025, 02:14 PM
Previous filing
Jun 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNED Common Stock Purchase $502K +59.1K +0.54% $8.49 11.1M Mar 12, 2025 Direct F1, F2, F3
transaction BNED Common Stock Purchase $1.23M +143K +1.29% $8.60 11.2M Mar 13, 2025 Direct F1, F3, F4
holding BNED Common Stock 133K Mar 12, 2025 Direct F1, F5
holding BNED Common Stock 146K Mar 12, 2025 Direct F1, F6
holding BNED Common Stock 12K Mar 12, 2025 See Footnote F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 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 Represents the weighted average price of multiple transactions with prices ranging between $8.175 and $8.55. The Reporting Persons, upon request by the staff of the Securities and Exchange Commission the Issuer or a security holder of the Issuer, undertake to provide further information regarding the number of securities purchased at each separate price.
F3 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.
F4 Represents the weighted average price of multiple transactions with prices ranging between $8.375 and $8.80. The Reporting Persons, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertake to provide further information regarding the number of securities purchased at each separate price.
F5 Securities held directly by Mr. Singer.
F6 Securities held directly by Mr. Martin and through a wholly-owned limited liability company and IRA Accounts, all of which Mr. Martin controls exclusively.
F7 Securities held in UGMA accounts for the benefit of Mr. Martin's minor children, all of which he controls exclusively.

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.