Barnes & Noble Education, Inc. — Director's Dealing 2021

Sep 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Barnes & Noble Education, Inc. (BNED)
CIK: 0001634117
Period of Report: 2021-09-23

Reporting Person: Donohue Thomas D. (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-23	Common Stock	A	55556	—	Acquired	243335	Direct
2021-09-26	Common Stock	F	4017	$10.59	Disposed	239318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-23	Non-Qualified Stock Option (Right to Buy)	$10.8	A	47484	Acquired	2031-09-23	Common Stock (47484.0)	Direct
2021-09-23	Non-Qualified Stock Option (Right to Buy)	$13.3	A	51346	Acquired	2031-09-23	Common Stock (51346.0)	Direct

Footnotes

F1: Grant of restricted stock units (RSUs). Each RSU represents the contingent right to receive one share of common stock, par value $0.01, of the Company. The RSUs vest and will be settled in three equal installments on each of September 23, 2022, September 23, 2023 and September 23, 2024, or in each case, if such date is not a business day, the business day immediately following such date.

F2: Shares withheld by the Issuer on vesting of restricted stock units (payable solely in common stock of the Issuer on each vesting date) to cover applicable withholding taxes.

F3: Non-qualified Stock Options granted with an exercise price of $10.80 per share, which was the fair market value on the date of grant. These Options will vest in four equal installments on each of September 23, 2022, September 23, 2023, September 23, 2024 and September 23, 2025 and will expire on September 23, 2031

F4: Non-qualified Stock Options granted with an above market exercise price of $13.30 per share. These Options will vest in four equal installments on each of September 23, 2022, September 23, 2023, September 23, 2024 and September 22, 2025 and will expire on September 23, 2031.