MARTIN WILLIAM C 4
4 · Barnes & Noble Education, Inc. · Filed Mar 13, 2026
Research Summary
AI-generated summary of this filing
Barnes & Noble Education (BNED) William C. Martin Receives Award
What Happened
- William C. Martin, a reported 10% owner of Barnes & Noble Education (BNED), received an award of 23,867 restricted shares on 2026-03-11. The transaction is reported as a grant/award (code A) at a reported price of $0.00, i.e., these are restricted shares issued as an award rather than an open-market purchase.
Key Details
- Transaction date: 2026-03-11; Form 4 filed: 2026-03-13 (no late filing flag indicated).
- Transaction type: Grant/Award of restricted stock (A); price reported: $0.00.
- Vesting: Shares vest on the earlier of one year from the grant date or the issuer’s next annual meeting of stockholders (footnote F2).
- Shares owned after transaction: Not specified numerically in the filing. Footnotes indicate holdings are held directly and through a wholly‑owned LLC, IRA accounts, and UGMA accounts for minor children (F3, F4).
- Ownership group: Mr. Martin is part of a Section 13(d) group (with Toro 18 Holdings LLC, Immersion, and others) that collectively beneficially owns over 10% of BNED; he disclaims beneficial ownership of securities owned directly by other group members (F1, F5).
Context
- This was an equity award (restricted shares) rather than a purchase or sale. Awards are often part of compensation or shareholder‑group arrangements and do not by themselves indicate an immediate market view. Because the filing shows Mr. Martin as a 10% owner and member of a closely held group, this is institutional/insider ownership reporting rather than routine open‑market trading.
Insider Transaction Report
Form 4
MARTIN WILLIAM C
Director10% Owner
Transactions
- Award
Common Stock
[F1][F2][F3]2026-03-11+23,867→ 169,738 total
Holdings
- 12,000(indirect: By Children)
Common Stock
[F1][F4] - 11,208,746(indirect: See footnote)
Common Stock
[F1][F5]
Footnotes (5)
- [F1]This Form 4 is filed by William C. Martin (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), Eric Singer, Emily 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, 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 his pecuniary interest therein and this report shall not be deemed an admission that he 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.
- [F2]Grant of restricted shares that will vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders.
- [F3]The Reporting Person's shares are held directly and through a wholly-owned limited liability company and IRA Accounts, all of which the Reporting Person controls exclusively.
- [F4]The Reporting Person's shares are held directly through UGMA accounts for the benefit of his minor children, all of which the Reporting Person controls exclusively.
- [F5]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.
Signature
/s/ William C. Martin|2026-03-13