Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Lids Holdings, Inc. 2. Date of Event Requiring Statement (Month/Day/Year) 2024-06-10 3. Issuer Name and Ticker or Trading Symbol Barnes & Noble Education, Inc. [BNED] (Last) (First) (Middle) 95 MORTON STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK NY 10014 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Lids Holdings, Inc. 95 MORTON STREET NEW YORK, NY10014
TopLids LendCo, LLC 95 MORTON STREET NEW YORK, NY10014
Fanatics Leader Topco, Inc. 95 MORTON STREET NEW YORK, NY10014
Fanatics Lids College, Inc 95 MORTON STREET NEW YORK, NY10014
FANZZLIDS HOLDINGS, LLC 95 MORTON STREET NEW YORK, NY10014
RUBIN MICHAEL 225 WASHINGTON STREET, 3RD FLOOR CONSHOHOCKEN, PA19428

Signatures

Lids Holdings, Inc., /s/ Thomas H. Ripley, President	2024-07-01
**Signature of Reporting Person	Date
Fanatics Lids College, Inc., /s/ Thomas H. Ripley, President	2024-07-01
**Signature of Reporting Person	Date
TopLids LendCo, LLC, By: TopLids Co., Inc., its sole member, /s/ Lawrence S. Berger, President	2024-07-01
**Signature of Reporting Person	Date
FanzzLids Holdings, LLC, /s/ Thomas H. Ripley, Authorized Person	2024-07-01
**Signature of Reporting Person	Date
Fanatics Leader Topco, Inc., /s/ Glenn H. Schiffman, Chief Financial Officer	2024-07-01
**Signature of Reporting Person	Date
/s/ Michael G. Rubin	2024-07-01
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 3 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.
(2)	11,539 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. 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.
(3)	(continued from footnote 2) 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. 4,448,928 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.

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