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

Jun 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Barnes & Noble Education, Inc. (BNED)
CIK: 0001634117
Period of Report: 2021-06-23

Reporting Person: Outerbridge Capital Management LLC (10% Owner)
Reporting Person: Outerbridge Special Opportunities GP, LLC (10% Owner)
Reporting Person: Outerbridge Special Opportunities Fund, LP (10% Owner)
Reporting Person: Wallace Rory (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-23	Common Stock, par value $0.01 per share	S	108444	$9.5476	Disposed	1025596	Indirect
2021-06-24	Common Stock, par value $0.01 per share	S	83435	$9.2793	Disposed	942161	Indirect
2021-06-25	Common Stock, par value $0.01 per share	S	942161	$8.8904	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	5132753	Indirect

Footnotes

F1: This Form 4 is filed jointly by Outerbridge Special Opportunities Fund, LP ("Outerbridge Special Opportunities"), Outerbridge Special Opportunities GP, LLC ("Outerbridge Special GP"), Outerbridge Capital Management, LLC ("Outerbridge Capital"), and Rory Wallace (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2: Securities of the Issuer were held in certain investment accounts managed by Outerbridge Capital (the "Accounts"). As the investment manager of the Accounts, Outerbridge Capital may be deemed to beneficially own the securities of the Issuer held in the Accounts. As the managing member of Outerbridge Capital, Mr. Wallace may be deemed to beneficially own the securities of the Issuer held in the Accounts.

F3: Securities of the Issuer beneficially owned directly by Outerbridge Special Opportunities. As the general partner of Outerbridge Special Opportunities, Outerbridge Special GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Special Opportunities. As the investment manager of Outerbridge Special Opportunities, Outerbridge Capital may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Special Opportunities. As the managing member of each of Outerbridge Special GP and Outerbridge Capital, Mr. Wallace may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Special Opportunities.