SCHEDULE 13G

CUSIP No.

06777U101

Names of Reporting Persons

FanzzLids Holdings, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,673,568.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,673,568.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,673,568.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Rows 6, 8, 9 and 11: The indirect beneficial ownership of FanzzLid Holdings, LLC ("FanzzLids") reflects the sale of 577,633 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), directly held by TopLids LendCo, LLC ("LendCo") between March 31, 2025 and May 12, 2025 (the "Effective Date"), which caused the reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. Row 6, 8, and 9: As of Effective Date, FanzzLid's beneficial ownership interest is comprised the shares of Common Stock directly held by LendCo. The reported shares also may be deemed beneficially owned by FanzzLids, Fanatics Leader Holdings, LLC ("Leader Holdings"), Fanatics Leader Topco, Inc. ("Topco"), Kynetic F, LLC ("KFLLC") and Michael G. Rubin due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. Row 11: The aggregate percentage of the Common Stock beneficially owned by the reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Issuer's Quarterly Report for the quarterly period ended January 25, 2025 on Form 10-Q filed with the Securities and Exchange Commission on March 10, 2025 (the "Form 10-Q").

SCHEDULE 13G

CUSIP No.

06777U101

Names of Reporting Persons

Fanatics Leader Holdings, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,673,568.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,673,568.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,673,568.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Rows 6, 8, 9 and 11: The indirect beneficial ownership of Leader Holdings reflects the sale of 577,633 shares of the Issuer's Common Stock directly held by LendCo between March 31, 2025 and the Effective Date, which caused the reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. Row 6, 8, and 9: As of Effective Date, Leader Holdings' beneficial ownership of the Issuer's Common Stock is comprised of the shares of Common Stock directly held by LendCo. The reported shares also may be deemed beneficially owned by FanzzLids, Leader Holdings, Topco, KFLLC and Michael G. Rubin due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. Row 11: The aggregate percentage of the Common Stock beneficially owned by the reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Form 10-Q.

SCHEDULE 13G

CUSIP No.

06777U101

Names of Reporting Persons

TopLids LendCo, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,673,568.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,673,568.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,673,568.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Rows 6, 8, 9 and 11: The beneficial ownership of LendCo reflects the sale of 577,633 shares of the Issuer's Common Stock directly held by LendCo between March 31, 2025 and the Effective Date, which caused the reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. Row 6, 8, and 9: As of Effective Date, the reported shares directly held by LendCo may be deemed beneficially owned by FanzzLids, Leader Holdings, Topco, KFLLC and Michael G. Rubin due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. Row 11: The aggregate percentage of the Common Stock beneficially owned by the reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Form 10-Q.

SCHEDULE 13G

CUSIP No.

06777U101

Names of Reporting Persons

Fanatics Leader Topco, Inc.

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,685,107.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,685,107.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,685,107.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Rows 6, 8, 9 and 11: The indirect beneficial ownership of TopCo reflects the sale of 577,633 shares of the Issuer's Common Stock directly held by LendCo between March 31, 2025 and the Effective Date, which caused the reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. Row 6, 8, and 9: As of Effective Date, Topco's beneficial ownership of the Issuer's Common Stock is comprised of (i) 11,539 shares of Common Stock directly held by Topco, and (ii) 1,673,568 shares of Common Stock directly held by LendCo. The reported shares directly held by Topco also may be deemed beneficially owned by KFLLC and Michael G. Rubin, and the reported shares directly held by LendCo also may be deemed beneficially owned by FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin, in each case, due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. Row 11: The aggregate percentage of the Common Stock beneficially owned by the reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Form 10-Q.

SCHEDULE 13G

CUSIP No.

06777U101

Names of Reporting Persons

Kynetic F, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,685,107.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,685,107.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,685,107.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Rows 6, 8, 9 and 11: The indirect beneficial ownership of KFLLC reflects the sale of 577,633 shares of the Issuer's Common Stock directly held by LendCo between March 31, 2025 and the Effective Date, which caused the reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. Row 6, 8, and 9: As of Effective Date, KFLLC's beneficial ownership of the Issuer's Common Stock is comprised of (i) 11,539 shares of Common Stock directly held by Topco, and (ii) 1,673,568 shares of Common Stock directly held by LendCo. The reported shares directly held by Topco also may be deemed beneficially owned by KFLLC and Michael G. Rubin, and the reported shares directly held by LendCo also may be deemed beneficially owned by FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin, in each case, due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. Row 11: The aggregate percentage of the Common Stock beneficially owned by the reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Form 10-Q.

SCHEDULE 13G

CUSIP No.

06777U101

Names of Reporting Persons

Michael G. Rubin

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,685,107.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,685,107.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,685,107.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person: Rows 6, 8, 9 and 11: The indirect beneficial ownership of Michael G. Rubin reflects the sale of 577,633 shares of the Issuer's Common Stock directly held by LendCo between March 31, 2025 and the Effective Date, which caused the reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. Row 6, 8, and 9: As of Effective Date, Michael G. Rubin's beneficial ownership of the Issuer's Common Stock is comprised of (i) 11,539 shares of Common Stock directly held by Topco, and (ii) 1,673,568 shares of Common Stock directly held by LendCo. The reported shares directly held by Topco also may be deemed beneficially owned by KFLLC and Mr. Rubin, and the reported shares directly held by LendCo also may be deemed beneficially owned by FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin, in each case, due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. Row 11: The aggregate percentage of the Common Stock beneficially owned by the reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Form 10-Q.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Barnes & Noble Education, Inc.

(b)

Address of issuer's principal executive offices:

120 Mountain View Blvd, Basking Ridge, NJ 07920

Item 2.

(a)

Name of person filing:

1. FanzzLids Holdings, LLC 2. Fanatics Leader Holdings, LLC 3. TopLids LendCo, LLC 4. Fanatics Leader Topco, Inc. 5. Kynetic F, LLC 6. Michael G. Rubin

(b)

Address or principal business office or, if none, residence:

For FanzzLids, Leader Holdings, LendCo, and Topco: 95 Morton Street New York, NY 10014 For KFLLC and Michael G. Rubin: 225 Washington Street, 3rd Floor Conshohocken, PA 19428

(c)

Citizenship:

FanzzLids, Leader Holdings, LendCo, Topco, and KFLLC are each companies incorporated or organized under the laws of Delaware. Michael G. Rubin is a citizen of the United States of America.

(d)

Title of class of securities:

Common Stock, $0.01 par value per share

(e)

CUSIP No.:

06777U101

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

FanzzLids, Leader Holdings and LendCo: 1,673,568 (1) Topco, KFLLC and Michael G. Rubin: 1,685,107 (1)

(b)

Percent of class:

Each reporting person: 4.9% (2) %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Each reporting person: 0

(ii) Shared power to vote or to direct the vote:

FanzzLids, Leader Holdings and LendCo: 1,673,568 (1) Topco, KFLLC and Michael G. Rubin: 1,685,107 (1)

(iii) Sole power to dispose or to direct the disposition of:

Each reporting person: 0

(iv) Shared power to dispose or to direct the disposition of:

FanzzLids, Leader Holdings and LendCo: 1,673,568 (1) Topco, KFLLC and Michael G. Rubin: 1,685,107 (1) FN 1: The beneficial ownership of each of the reporting persons reflects the sale of 577,633 shares of the Issuer's Common Stock directly held by LendCo between March 31, 2025 and Effective Date, which caused each reporting person's beneficial ownership interest to fall below 5% of the Issuer's outstanding Common Stock as of the Effective Date. The reported shares directly held by Topco also may be deemed beneficially owned by KFLLC and Mr. Rubin, and the reported shares directly held by LendCo also may be deemed beneficially owned by FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin, in each case, due to their indirect dispositive power and voting power with respect to the reported shares. Each of FanzzLids, Leader Holdings, Topco, KFLLC and Mr. Rubin disclaims beneficial ownership of the reported shares, except to the extent of its or his pecuniary interest in such shares, if any. FN 2: The aggregate percentage of the Common Stock beneficially owned by each reporting person as of the Effective Date is based on 34,053,847 shares of Common Stock outstanding as of February 28, 2025, as reported on the Form 10-Q.

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

See response in Item 4.

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

By virtue of the relationships as described above in Item 4, the reporting persons may be deemed to be a group. The reporting persons previously filed a Joint Filing Agreement dated June 18, 2024 with respect to this Schedule 13G.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FanzzLids Holdings, LLC

Signature:	/s/ Lawrence S. Berger
Name/Title:	Lawrence S. Berger, President
Date:	05/15/2025

Fanatics Leader Holdings, LLC

Signature:	/s/ Glenn H. Schiffman
Name/Title:	Glenn H. Schiffman, Chief Financial Officer
Date:	05/15/2025

TopLids LendCo, LLC

Signature:	/s/ Thomas H. Ripley
Name/Title:	Thomas H. Ripley, President
Date:	05/15/2025

Fanatics Leader Topco, Inc.

Signature:	/s/ Glenn H. Schiffman
Name/Title:	Glenn H. Schiffman, Chief Financial Officer
Date:	05/15/2025

Kynetic F, LLC

Signature:	/s/ Michael G. Rubin
Name/Title:	Michael G. Rubin, Managing Member
Date:	05/15/2025

Michael G. Rubin

Signature:	/s/ Michael G. Rubin
Name/Title:	Michael G. Rubin
Date:	05/15/2025