Barnes & Noble Education, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Sales of Equity Securities In December 2020, we created a new partnership with licensed sports merchandise leaders Fanatics and FLC which included a strategic equity investment in the Company. Fanatics, Inc. and Lids Holdings, Inc. jointly purchased $15 million of an aggregate 2,307,692 of our common shares (from treasury shares), representing a share price of $6.50 per share. The premium price paid above the market value at closing was approximately $4.1 million and was recognized as a contract liability (in accrued liabilities and other long-term liabilities) to be earned over the contract term from the beginning of their respective operations. We expect to use these proceeds for general corporate purposes. For additional information regarding the merchandising partnership, see Item 1. Financial Statements - Note 1. Organization - Partnership with Fanatics and FLC and Note 7. EPS and Earnings Per Share - Sale of Treasury Shares. Issuer Purchases of Equity Securities The following table provides information as of January 30, 2021 with respect to shares of Common Stock we purchased during the third quarter of Fiscal 2021: Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs November 1, 2020 - November 28, 2020 — $ — — $ 26,669,324 November 29, 2020 - January 2, 2021 — $ — — $ 26,669,324 January 3, 2021 - January 30, 2021 — $ — — $ 26,669,324 — $ — — (a) This amount represents the average price paid per common share. This price includes a per share commission paid for all repurchases. On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $50 million, in the aggregate, of our outstanding Common Stock. The stock repurchase program is carried out at the direction of management (which may include a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). The stock repurchase program may be suspended, terminated, or modified at any time. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. During the 39 weeks ended January 30, 2021, we did not repurchase any shares of our Common Stock under the program. During the 39 weeks ended January 30, 2021, we repurchased 414,174 shares of our Common Stock outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards.