Edgar Filing: BARNES & NOBLE INC

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,163,510

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,163,510

Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

Barnes & Noble, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

067774109

(CUSIP Number)

Richard Schottenfeld

Schottenfeld Management Corp.

800 3rd Avenue, 10th Floor

New York, NY 10022

(212) 300-2204

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 12, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard Schottenfeld
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA

Page 1

SCHEDULE 13D

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Schottenfeld Opportunities Fund II, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 2

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Winchester Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 3

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Schottenfeld Management Corp.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION New York

Page 4

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phase Five Partners, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 5

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phase Five Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 6

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phase Five Capital Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 7

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Koyote Trading LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 8

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Koyote Capital Group LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 9

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Neil Druker
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

Page 10

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TAR Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey

Page 11

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Karen Singer
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

Page 12

CUSIP No. 067774109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CCUR Holdings, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 13

Item 1.

Security and Issuer

This Statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.001 par value per share (the “Common Stock”) of Barnes & Noble, Inc., a Delaware corporation (the “Company” or the “Issuer”).

Item 2.

Identity and Background

This Schedule 13D is being filed by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

(1)

Richard Schottenfeld (“Mr. Schottenfeld”), a United States citizen, is the manager of Koyote Capital Group LLC (“Koyote Capital”), a Delaware limited liability company, which is the managing member of Koyote Trading LLC (“Koyote Trading”), a Delaware limited liability company. The principal business of Koyote Capital and Koyote Trading is investing in securities. The principal occupation of Mr. Schottenfeld is the management of investment firms. The principal place of business of each of Mr. Schottenfeld, Koyote Capital and Koyote Trading is 800 3rd Ave., Floor 10, New York, NY 10022.

(2)

Mr. Schottenfeld is also the CEO of Schottenfeld Management Corp. LLC (“SMC”), a New York Corporation and the manager of Winchester Holdings, LLC (“Winchester”), a Delaware limited liability company. Winchester is the general partner of Schottenfeld Opportunities Fund II, LP (“SOF II”), a Delaware limited partnership. SMC is the investment manager of SOF II. The principal business of SMC, Winchester and SOF II is investing in securities. The principal place of business of each of SMC, Winchester and SOF II is 800 3rd Ave., Floor 10, New York, NY 10022.

(3)

Mr. Schottenfeld and Neil Druker (“Mr. Druker”), a Canadian citizen, are the managers of Phase Five Capital Management, LLC (“PFCM”), a Delaware limited liability company, and Phase Five Holdings, LLC (“PFH”), a Delaware limited liability company. PFH is the general partner of Phase Five Partners, LP (“PFP”), a Delaware limited partnership. PFCM is the investment manager of PFP. The principal occupation of Mr. Druker is the management of investment firms. The principal business of PFCM, PFH and PFP is investing in securities. The principal place of business of each of Mr. Druker, PFCM, PFH and PFP is 800 3rd Ave., Floor 10, New York, NY 10022.

(4)

Ms. Karen Singer (“Ms. Singer”), a United States citizen, is the sole member of TAR Holdings LLC (“TAR Holdings”), a New Jersey limited liability company. Ms. Singer’s principal occupation is investing assets held in TAR Holdings and other entities. TAR Holdings’ principal business is investing in securities. Ms. Singer’s and TAR Holdings’ principal place of business is 212 Vaccaro Drive, Cresskill, New Jersey 07626.

(5)

CCUR Holdings, Inc. (“CCUR”) is a Delaware corporation with its principal place of business located at 4375 River Green Parkway, Suite 210, Duluth, GA 30096. Having recently divested its Real-Time and Content Delivery businesses, the principal business of CCUR is the evaluation of opportunities intended to maximize the value of its remaining assets, including the evaluation of opportunities to invest in or acquire one or more operating businesses. The information required by General Instruction C to Schedule 13D with respect to the executive officers and directors of CCUR is listed below.

Page 14

CCUR Executive Officers and Directors


Name	Business Address	Citizenship	Principal Occupation
Wayne Barr, Jr.	4375 River Green Pkwy, Suite 210, Duluth, GA 30096	US	Chairman, President and Chief Executive Officer
Warren Sutherland	4375 River Green Pkwy, Suite 210, Duluth, GA 30096	US	Chief Financial Officer
Steven Singer	4375 River Green Pkwy, Suite 210, Duluth, GA 30096	US	Director
Dilip Singh	4375 River Green Pkwy, Suite 210, Duluth, GA 30096	US	Director
David Nicol	4375 River Green Pkwy, Suite 210, Duluth, GA 30096	US	Director

During the last five years, none of the Reporting Persons nor any Control Persons of CCUR have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Considerations

Koyote Trading:

All of the Shares held by Koyote Trading were purchased with the working capital of Koyote Trading. The aggregate amount of funds used for the purchase of Shares held by Koyote Trading was approximately $1,015,100.

SOF II:

All of the Shares held by SOF II were purchased with the working capital of SOF II. The aggregate amount of funds used for the purchase of Shares held by SOF II was approximately $13,332,838.

PFP:

All of the Shares held by PFP were purchased with the working capital of PFP. The aggregate amount of funds used for the purchase of Shares held by PFP was approximately $525,445.

TAR Holdings:

All of the Shares held by TAR Holdings were purchased by funds generated and held by TAR Holdings. The aggregate amount of funds used for the purchase of Shares held by TAR Holdings was approximately $1,233,817.

CCUR:

All of the Shares held by CCUR were purchased using cash on the CCUR balance sheet. The aggregate amount of funds used for the purchase of Shares held by CCUR was approximately $620,452.

Page 15

The shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through margin borrowing.

Item 4.

Purpose of Transaction

The Reporting Persons purchased the Shares for investment purposes based on their belief that the Shares are substantially undervalued and represent an attractive investment opportunity. In an effort to encourage the Issuer to explore opportunities to increase shareholder value, the Reporting Persons and their representatives have engaged in, and expect to continue to engage in, discussions with members of management and/or the board of directors of the Issuer, other current or prospective shareholders, industry analysts, potential strategic transaction partners, investment and financing professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, operations and capital structure, as well as strategic alternatives potentially available to the Issuer. Except as described herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the market for the Issuer’s securities, other developments concerning the Issuer, other opportunities available to the Reporting Persons, and general economic and stock market conditions, and subject to applicable legal requirements, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, (i) acquiring additional Shares and/or other securities of the Issuer; (ii) disposing of any or all of their Shares or other securities of the Issuer; and/or (iii) otherwise changing their intentions with respect to any and all matters referred to in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

If the Reporting Persons were deemed to have formed a “group” with each of the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 13d thereunder, due to the activities and intentions described in Item 4, the Reporting Person may have been deemed to be the beneficial owner of the Shares held by the other Reporting Persons. Each Reporting Person expressly disclaims beneficial ownership of the Shares referred to in this Schedule 13D held by the other Reporting Persons, except to the extent expressly set forth herein, and the inclusion of the other Reporting Persons’ Shares in this Schedule 13D shall not be deemed to be an admission of beneficial ownership of such reported Shares for purposes of Section 13(d) of the Act or for any other purpose.

The Reporting Person has no responsibility for the accuracy or completeness of any information given with respect to any other person or entity, including, without limitation, each of the other Reporting Persons.

For the purpose of calculating the percent of class, the Issuer’s issued and outstanding shares of Common Stock was 72,793,646 shares of Common Stock, as of May 31, 2018, which number includes 140,840 shares of unvested restricted stock that have voting rights and are held by members of the Board of Directors and the Company’s employees, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended April 28, 2018 and filed with the SEC on June 21, 2018.

Page 16

Koyote Trading, Koyote Capital and Mr. Schottenfeld:

(a)

As of the date hereof, Koyote Trading directly beneficially owns 200,000 shares of Common Stock, representing 0.27% of the Issuer’s Common Stock. These Shares are directly held by Koyote Trading. Koyote Capital is the manager of Koyote Trading and Mr. Schottenfeld is the manager of Koyote Capital. As a result, Koyote Capital and Mr. Schottenfeld may be deemed to indirectly beneficially own the Shares held by Koyote Trading.

(b)	As of the date hereof, Koyote Trading has the shared power to vote or direct the vote, and shared power to dispose, or direct the disposition of 200,000 shares of Common Stock. Koyote Capital and Mr. Schottenfeld have shared voting and dispositive power with respect to such Shares.

(c)

See Exhibit A. As of the date hereof, Koyote Trading holds the following long call options: 4,300 long call options, referencing 430,000 shares of Common Stock, which are exercisable only on January 18, 2019 at a price of $5.00 per share and 8,800 long call options, referencing 880,000 shares of Common Stock, which are exercisable only on January 18, 2019 at a price of $8.00 per share.

(d)	Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by Koyote Trading.

(e)	Not applicable.

SOF II, Winchester, SMC and Mr. Schottenfeld:

(a)

As of the date hereof, SOF II directly beneficially owns 3,468,510 shares of Common Stock, representing 4.76% of the Issuer’s Common Stock. These Shares are directly held by SOF II. Winchester is the general partner of SOF II, SMC is the investment manager of SOF II and Mr. Schottenfeld is the manager of Winchester and the CEO of SMC. As a result, Winchester and Mr. Schottenfeld may be deemed to indirectly beneficially own the Shares held by SOF II. The number of shares beneficially owned by SOF II includes 1,667,300 shares of Common Stock underlying 16,673 call option contracts, which are exercisable at $5.00 per share and expire on January 18, 2019.

(b)	As of the date hereof, SOF II has the shared power to vote or direct the vote, and shared power to dispose, or direct the disposition of 3,468,510 shares of Common Stock. Winchester and Mr. Schottenfeld have shared voting and dispositive power with respect to such Shares.

(c)	See Exhibit A. As of the date hereof, SOF II has outstanding the following short put options: 7,322 short put options, referencing 732,200 shares, which are currently exercisable at $5.00 per share and expire on January 18, 2019.

(d)	Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by SOF II.

(e)	Not applicable.

PFP, PFH, PFCM, Mr. Schottenfeld and Mr. Druker

(a)

As of the date hereof, PFP directly beneficially owns 468,000 shares of Common Stock, representing 0.64% of the Issuer’s Common Stock. These Shares are directly held by PFP. PFH is the general partner of PFP, PFCM is the investment manager of PFP, and Messrs. Schottenfeld and Druker are the managers of PFH and PFCM. As a result, PFH, PFCM, and Messrs. Schottenfeld and

Page 17

Druker may be deemed to indirectly beneficially own the Shares held by PFP. The number of shares beneficially owned by PFP includes 378,800 shares of Common Stock, underlying 3,788 call option contracts, which are exercisable at $5.00 per share and expire on January 18, 2019 and 88,100 shares of Common Stock underlying 881 call option contracts, which are exercisable at $6.00 per share and expire on January 18, 2019, and 1,100 shares of Common Stock underlying 11 call option contracts, which are exercisable at $8.00 per share and expire on January 18, 2019.

(b)	As of the date hereof, PFP has the shared power to vote or direct the vote, and shared power to dispose, or direct the disposition of 468,000 shares of Common Stock. PFH, PFCM and Messrs. Schottenfeld and Druker have shared voting and dispositive power with respect to such Shares.

(c)	See Exhibit A. As of the date hereof, PFP has outstanding the following short put options: 967 short put options, referencing 96,700 shares, which are currently exercisable at $5.00 per share and expire on January 18, 2019.

(d)	Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by PFP.

(e)	Not applicable.

Ms. Singer and TAR Holdings:

(a)

As of the date hereof, TAR Holdings directly beneficially owns 213,813 shares of Common Stock, representing 0.29% of the Issuer’s Common Stock. These Shares are directly held by TAR Holdings. Ms. Singer is the sole member of TAR Holdings and indirectly beneficially owns the Shares held by TAR Holdings.

(b)	As of the date hereof, TAR Holdings has the sole power to vote or direct the vote, and sole power to dispose, or direct the disposition of 213,813 shares of Common Stock. Ms. Singer has sole voting power and sole dispositive power with respect to the Shares directly held by TAR Holdings.

(c)

See Exhibit A. As of the date hereof, TAR Holdings has outstanding the following short put options: 1,307 contracts, referencing 130,700 shares, which are exercisable at $6.00 per share and expire on August 17, 2018; 528 contracts, referencing 52,800 shares, which are exercisable at $5.00 per share, and expire on October 19, 2018.

(d)	Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by TAR Holdings.

(e)	Not applicable.

CCUR:

(a)	As of the date hereof, CCUR directly beneficially owns 119,949 shares of Common Stock, representing 0.16% of the Issuer’s Common Stock. These Shares are directly held by CCUR.

(b)	As of the date hereof, CCUR has the sole power to vote or direct the vote, and sole power to dispose, or direct the disposition of 119,949 shares of Common Stock.

(c)

None.

Page 18

(d)	Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by CCUR.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

SMC has entered into an agreement with each of CCUR and TAR Holdings pursuant to which each of CCUR and TAR Holdings have agreed to coordinate trading activities in the securities of the Issuer with SMC and to share a percentage of gains realized in the securities of the Issuer with SMC.

Item 7.

Material to Be Filed as Exhibits

Transactions within the past 60 days.

Joint Filing Agreement of the Reporting Persons.

Page 19

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.

Date: July 23, 2018


Schottenfeld Opportunities Fund II, LP

By: Winchester Holdings, LLC, its General Partner



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager


Winchester Holdings, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager


Schottenfeld Management Corp.



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Chief Executive Officer

Phase Five Partners, LP

By: Phase Five Holdings, LLC, its General Partner



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager


Phase Five Holdings, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager


Phase Five Capital Management, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Page 20


Koyote Trading, LLC

By: Koyote Capital Group, LLC, its Manager


By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager


Koyote Capital Group, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager


/s/ Richard Schottenfeld Richard Schottenfeld
/s/ Neil Druker Neil Druker

TAR Holdings, LLC



By:		/s/ Karen Singer


Name: Karen Singer
Title: Member

/s/ Karen Singer

Karen Singer

CCUR Holdings, Inc.



By:		/s/ Wayne Barr, Jr.


Name: Wayne Barr, Jr.
Title: Chief Executive Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Page 21

Exhibit A

Transactions of the Reporting Persons in the past 60 days¹^,²

SOF II Transactions


Date of Transaction	Nature of Transaction	Number of Shares Purchased/(Sold)	Purchase Price Per Share ($)
5/29/2018	Purchase	36,700	$5.3242
5/30/2018	Purchase	66,478	$5.5461
5/31/2018	Purchase	266,579	$5.7891
6/1/2018	Purchase	176,354	$5.9573
6/4/2018	Purchase	227,723	$6.0565
6/5/2018	Purchase	59,902	$5.9901
6/11/2018	Purchase	16,600	$6.1486
6/12/2018	Purchase	141,500	$6.2938
6/20/2018	Purchase	1,000	$6.4000
6/21/2018	Purchase	60,738	$6.2060
6/22/2018	Purchase	134,700	$6.5670
6/25/2018	Purchase	100,000	$6.2162
6/28/2018	Purchase	332,182	$6.1380
6/29/2018	Purchase	686,762	$6.4134
7/3/2018	Purchase	13,300	$5.9957
7/13/2018	Sale	(140,608)	$5.4042
7/16/2018	Purchase	21,300	$5.3999
7/17/2018	Sale	(100,000)	$5.3799
7/18/2018	Sale	(300,000)	$5.4199


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/15/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		1,624		162,400	$	0.4433
6/15/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		2,500		250,000	$	0.7985

¹	Excludes commissions and other execution-related costs.

²	Includes weighted average purchase price. Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.

Page 22


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/18/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		250		25,000	$	0.5500
6/18/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		200		20,000	$	0.9000
6/19/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		1,650		165,000	$	0.6768
6/20/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		200		20,000	$	0.7000
6/20/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		600		60,000	$	0.9445
6/20/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		200		20,000	$	1.1000
6/20/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		228		22,800	$	1.2561
6/21/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		200		2,000	$	0.4500
6/21/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		100		10,000	$	0.7500
6/21/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		100		10,000	$	1.1000
6/22/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		200		20,000	$	0.6000
6/22/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		350		35,000	$	0.9357
6/22/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		462		46,200	$	1.4091
7/12/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		4,916		491,600	$	1.0722
7/13/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		5,145		514,500	$	1.1169

Page 23


Date	Description of Transaction	Description of Derivative Security	Number of Contracts			Number of Shares			Purchase Price Per Contract ($)
7/16/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		350			35,000		$	1.0323
7/17/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		1,462			146,200		$	1.0958
7/18/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		3,000			300,000		$	1.1100
7/20/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		1,800			180,000		$	1.1219
6/28/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		(3,500	)		(350,000	)	$	0.3349
6/29/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		7 (424	)		(42,400	)	$	0.4035
6/29/2018	Sell to Close	Call Option, exercisable at $6.00, expires 10/19/2018		(2,788	)		(278,800	)	$	0.8287
7/12/2018	Sell to Close	Call Option, exercisable at $8.00, expires 1/18/2019		(200	)		(20,000	)	$	0.2000
7/12/2018	Sell to Close	Call Option, exercisable at $7.00, expires 1/18/2019		(1,050	)		(105,000	)	$	0.3500
7/12/2018	Sell to Close	Call Option, exercisable at $6.00, expires 10/19/2018		(112	)		(11,200	)	$	0.4000
7/12/2018	Sell to Close	Call Option, exercisable at $6.00, expires 1/18/2019		(790	)		(79,000	)	$	0.6000
7/17/2018	Sell to Open	Put Option, exercisable at $5.00, expires 1/18/2019		(4,322	)		43,200		$	0.6752
7/18/2018	Sell to Open	Put Option, exercisable at $5.00, expires 1/18/2019		(3,000	)		(300,000	)	$	0.6400

Page 24

PFP Transactions


Date of Transaction	Nature of Transaction	Number of Shares Purchased/(Sold)			Purchase Price Per Share ($)
6/19/2018	Sale		(110,500	)	$	6.3060
6/28/2018	Purchase		70,000		$	6.1000
6/29/2018	Purchase		60,000		$	6.8250
7/12/2018	Sale		(5,600	)	$	5.3214
7/13/2018	Sale		(124,400	)	$	5.4207


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
5/24/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		100		10,000	$	0.3790
5/24/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		10		1,000	$	0.4500
5/25/2018	Buy to Open	Call Option, exercisable at $7.00, expires 7/20/2018		1		100	$	0.1000
5/25/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		40		4,000	$	0.3500
5/25/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		10		1,000	$	0.5000
5/30/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		4		400	$	0.3375
5/30/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		7		700	$	0.4000
5/31/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		4		400	$	0.4250
6/1/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		6		600	$	0.4917
6/1/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		3		300	$	0.5000

Page 25


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/4/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		2		200	$	0.5250
6/4/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		4		400	$	0.5500
6/5/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		4		400	$	0.4750
6/5/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		7		700	$	0.5000
6/6/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		3		300	$	0.5000
6/6/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		8		800	$	0.5750
6/7/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		10		1,000	$	0.4500
6/7/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.5000
6/8/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		20		2,000	$	0.5250
6/8/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.5500
6/11/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		70		7,000	$	0.4714
6/11/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		100		10,000	$	0.5500
6/12/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		50		5,000	$	0.5590
6/12/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		30		3,000	$	0.6167
6/13/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		23		2,300	$	0.4717

Page 26


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/13/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		70		7,000	$	0.5857
6/14/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		150		15,000	$	0.4437
6/14/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		20		2,000	$	0.4750
6/15/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.5000
6/15/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		10		1,000	$	0.5000
6/18/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.5500
6/18/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		140		14,000	$	0.9143
6/19/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		178		17,800	$	0.6528
6/19/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		2,060		206,000	$	0.6813
6/19/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		451		45,100	$	0.8294
6/19/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		242		24,200	$	0.9837
6/19/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		610		61,000	$	1.2016
6/20/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.7000
6/20/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	1.1000
6/20/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		10		1,000	$	1.3500
6/21/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.4500

Page 27


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/21/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		110		11,000	$	0.4545
6/21/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	0.8500
6/21/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		20		2,000	$	1.1000
6/22/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		2		200	$	0.5500
6/22/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		30		3,000	$	0.5500
6/22/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		30		3,000	$	0.6000
6/22/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		2		200	$	0.9000
6/26/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.4500
6/26/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		20		2,000	$	0.5000
6/26/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		20		2,000	$	0.5000
6/26/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		10		1,000	$	0.7500
6/26/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		20		2,000	$	0.8500
6/26/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		10		1,000	$	1.1500
6/27/2018	Buy to Open	Call Option, exercisable at $7.00, expires 7/20/2018		9		900	$	0.0500
6/27/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		10		1,000	$	0.3500
6/27/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		10		1,000	$	0.4500

Page 28


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/27/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		10		1,000	$	0.4500
6/27/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		20		2,000	$	0.7000
6/27/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	0.8000
6/27/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		20		2,000	$	1.0500
6/28/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		49		4,900	$	0.4796
6/28/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		70		7,000	$	0.4857
6/28/2018	Buy to Open	Call Option, exercisable at $6.00, expires 7/20/2018		20		2,000	$	0.5750
6/28/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		40		4,000	$	0.7375
6/28/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		20		2,000	$	1.0000
6/28/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		70		7,000	$	1.0786
6/29/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		3		300	$	0.5000
6/29/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		299		29,900	$	0.5334
6/29/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		20		2,000	$	0.7500
6/29/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		20		2,000	$	0.8750
6/29/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		43		4,300	$	1.1500

Page 29


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
6/29/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		40		4,000	$	1.6875
7/2/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		10		1,000	$	0.5000
7/2/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		30		3,000	$	0.7667
7/2/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		20		2,000	$	0.8250
7/2/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		10		1,000	$	1.2000
7/2/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		20		2,000	$	1.6750
7/3/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		20		2,000	$	0.4000
7/3/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		20		2,000	$	0.6250
7/3/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		20		2,000	$	0.6500
7/3/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		10		1,000	$	0.9500
7/3/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		50		5,000	$	1.4600
7/5/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	0.6000
7/6/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		10		1,000	$	0.2500
7/6/2018	Buy to Open	Call Option, exercisable at $7.00, expires 10/19/2018		10		1,000	$	0.2500
7/6/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	0.5500

Page 30


Date	Description of Transaction	Description of Derivative Security	Number of Contracts		Number of Shares		Purchase Price Per Contract ($)
7/6/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		20		2,000	$	0.7500
7/6/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		200		20,000	$	1.1025
7/9/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		10		1,000	$	1.1000
7/11/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		20		2,000	$	1.0000
7/12/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	0.3500
7/12/2018	Buy to Open	Call Option, exercisable at $7.00, expires 1/18/2019		459		45,900	$	0.4161
7/12/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		1,907		190,700	$	1.1000
7/13/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		23		2,300	$	0.2500
7/13/2018	Buy to Open	Call Option, exercisable at $6.00, expires 10/19/2018		10		1,000	$	0.4500
7/13/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		20		2,000	$	0.7000
7/13/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		1,130		113,000	$	1.1519
7/16/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		210		21,000	$	1.0048
7/17/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		20		2,000	$	0.6500
7/17/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		30		3,000	$	1.1167
7/18/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		1		100	$	0.2000
7/18/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		8		800	$	0.6000

Page 31


Date	Description of Transaction	Description of Derivative Security	Number of Contracts			Number of Shares			Purchase Price Per Contract ($)
7/18/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		140			14,000		$	1.0464
7/19/2018	Buy to Open	Call Option, exercisable at $6.00, expires 1/18/2019		10			1,000		$	0.6500
7/19/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		30			3,000		$	1.1500
7/20/2018	Buy to Open	Call Option, exercisable at $8.00, expires 1/18/2019		10			1,000		$	0.2000
7/20/2018	Buy to Open	Call Option, exercisable at $5.00, expires 1/18/2019		1			100		$	1.1000
6/19/2018	Sell to Close	Call Option, exercisable at $6.00, expires 7/20/2018		(1,500	)		(150,000	)	$	0.7000
6/20/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		(73	)		(7,300	)	$	0.6500
6/20/2018	Sell to Close	Call Option, exercisable at $6.00, expires 7/20/2018		(600	)		(60,000	)	$	0.7001
6/28/2018	Sell to Close	Call Option, exercisable at $7.00, expires 7/20/2018		(691	)		(69,100	)	$	0.0100
6/28/2018	Sell to Close	Call Option, exercisable at $6.00, expires 7/20/2018		(1,158	)		(115,800	)	$	0.2500
6/29/2018	Sell to Close	Call Option, exercisable at $6.00, expires 7/20/2018		(20	)		(2,000	)	$	0.4000
6/29/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		(3,450	)		(345,000	)	$	0.5080
7/6/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		(273	)		(27,300	)	$	0.1500
7/12/2018	Sell to Close	Call Option, exercisable at $8.00, expires 1/18/2019		(1,700	)		(170,000	)	$	0.2000
7/12/2018	Sell to Close	Call Option, exercisable at $7.00, expires 1/18/2019		(1,050	)		(105,000	)	$	0.3500

Page 32


Date	Description of Transaction	Description of Derivative Security	Number of Contracts			Number of Shares			Purchase Price Per Contract ($)
7/12/2018	Sell to Close	Call Option, exercisable at $6.00, expires 10/19/2018		(312	)		(31,200	)	$	0.3536
7/13/2018	Sell to Close	Call Option, exercisable at $8.00, expires 1/18/2019		(258	)		(25,800	)	$	0.2000
7/13/2018	Sell to Close	Call Option, exercisable at $6.00, expires 10/19/2018		(242	)		(24,200	)	$	0.4250
7/16/2018	Sell to Close	Call Option, exercisable at $8.00, expires 1/18/2019		(566	)		(56,600	)	$	0.1600
7/17/2018	Sell to Open	Put Option, exercisable at $5.00, expires 1/18/2019		(800	)		(80,000	)	$	0.6750
7/18/2018	Sell to Open	Put Option, exercisable at $5.00, expires 1/18/2019		(110	)		(11,000	)	$	0.6500
7/19/2018	Sell to Open	Put Option, exercisable at $5.00, expires 1/18/2019		(20	)		(2,000	)	$	0.6250
7/20/2018	Sell to Open	Put Option, exercisable at $5.00, expires 1/18/2019		(37	)		(3,700	)	$	0.6730

Page 33

Koyote Trading Transactions


Date of Transaction	Nature of Transaction	Number of Shares Purchased/(Sold)			Purchase Price Per Share ($)
6/15/2018	Sale		(100,000	)	$	6.0137


Date	Description of Transaction	Description of Derivative Security	Number of Contracts			Number of Shares			Purchase Price Per Contract ($)
6/5/2018	Buy to Open	Call Option, exercisable at $7.00, on 1/18/2019		100			10,000		$	0.6000
6/5/2018	Buy to Open	Call Option, exercisable at $8.00, on 1/18/2019		100			10,000		$	0.4500
6/11/2018	Buy to Open	Call Option, exercisable at $8.00, on 1/18/2019		3,000			300,000		$	0.5500
6/11/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		(3,000	)		(300,000	)	$	0.5000
6/12/2018	Buy to Open	Call Option, exercisable at $7.00, on 1/18/2019		1,500			150,000		$	0.7500
6/12/2018	Sell to Close	Call Option, exercisable at $6.00, expires 7/20/2018		(1,500	)		(150,000	)	$	0.6000
6/15/2018	Buy to Open	Call Option, exercisable at $6.00, on 1/18/2019		4,300			430,000		$	0.8953
6/15/2018	Buy to Open	Call Option, exercisable at $7.00, on 1/18/2019		4,100			410,000		$	0.7300
6/15/2018	Sell to Close	Call Option, exercisable at $6.00, expires 7/20/2018		(3,837	)		(383,700	)	$	0.4013
6/15/2018	Sell to Close	Call Option, exercisable at $7.00, expires 7/20/2018		(300	)		(30,000	)	$	0.1000
6/15/2018	Sell to Close	Call Option, exercisable at $7.00, expires 10/19/2018		(4,155	)		(415,500	)	$	0.4987
6/29/2018	Buy to Open	Call Option, exercisable at $8.00, on 1/18/2019		5,700			570,000		$	0.5800
6/29/2018	Buy to Open	Call Option, exercisable at $5.00, on 1/18/2019		4,300			430,000		$	1.7500
6/29/2018	Sell to Close	Call Option, exercisable at $6.00, on 1/18/2019		(4,300	)		(430,000	)	$	1.2200
6/29/2018	Sell to Close	Call Option, exercisable at $7.00, on 1/18/2019		(5,700	)		(570,000	)	$	0.8200

Page 34

TAR Holdings Transactions


Date of Transaction	Nature of Transaction		Number of Shares Purchased/(Sold)		Purchase Price Per Share ($)
7/19/2018		Purchase (Put Options Assigned)		13,300	$	6.0000
7/20/2018		Purchase (Put Options Assigned)		136,700	$	6.0000


5/31/2018	Sell to Open	Put Option, exercisable at $6.00, expired 7/20/2018	750		75,000		$	0.66
6/1/2018	Sell to Open	Put Option, exercisable at $6.00, expired 7/20/2018	750		75,000		$	0.53
6/18/2018	Sell to Open	Put Option, exercisable at $6.00, expires 8/17/2018	250		25,000		$	0.50
6/18/2018	Sell to Open	Call Option, exercisable at $7.00, expires 8/17/2018	250		25,000		$	0.23
6/19/2018	Sell to Open	Put Option, exercisable at $6.00, expires 8/17/2018	57		5,700		$	0.55
7/5/2018	Sell to Open	Put Option, exercisable at $6.00, expires 8/17/2018	1,000		100,000		$	0.50
7/9/2018	Sell to Open	Put Option, exercisable at $5.00, expires 10/19/2018	28		2,800		$	0.45
7/10/2018	Sell to Open	Put Option, exercisable at $5.00, expires 10/19/2018	250		25,000		$	0.46
7/11/2018	Buy to Close	Call Option, exercisable at $7.00, expires 8/17/2018	(176	)	(17,600	)	$	0.05
7/12/2018	Buy to Close	Call Option, exercisable at $7.00, expires 8/17/2018	(74	)	(7,400	)	$	0.05
7/12/2018	Sell to Open	Put Option, exercisable at $5.00, expires 10/19/2018	250		25,000		$	0.50

Page 35

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of Barnes & Noble, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 23rd day of July, 2018.


Schottenfeld Opportunities Fund II, LP

By: Winchester Holdings, LLC, its General Partner



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Winchester Holdings, LLC, its General Partner



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Schottenfeld Management Corp.



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Chief Executive Officer

Phase Five Partners, L.P.

By: Phase Five Holdings, LLC, its General Partner



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Phase Five Holdings, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Phase Five Capital Management, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Page 36


Koyote Trading, LLC

By: Koyote Capital Group, LLC, its Manager


By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

Koyote Capital Group, LLC



By:		/s/ Richard Schottenfeld


Name: Richard Schottenfeld
Title: Manager

/s/ Richard Schottenfeld
Richard Schottenfeld

/s/ Neil Druker
Neil Druker



TAR Holdings, LLC



By:		/s/ Karen Singer


Name: Karen Singer
Title: Member

/s/ Karen Singer
Karen Singer



CCUR Holdings, Inc.



By:		Wayne Barr, Jr.


Name: Wayne Barr, Jr.
Title: Chief Executive Officer

Page 37