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Filing Details

Accession Number:: 0000921895-20-002784
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-03 19:10:19
Reporting Period:: 2020-10-30

Accepted Time:: 2020-11-03 19:10:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1634117	Barnes & Noble Education Inc.	BNED	Retail-Miscellaneous Shopping Goods Stores (5940)	460599018

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1781377	Outerbridge Capital Management Llc	767 Third Avenue 11Th Floor New York NY 10017	No	No	Yes	No
1789131	Outerbridge Gp, Llc	767 Third Avenue 11Th Floor New York NY 10017	No	No	No	Yes
1789229	Rory Wallace	C/O Outerbridge Capital Management, Llc 767 Third Avenue, 11Th Floor New York NY 10017	No	No	Yes	No
1789260	Outerbridge Master Fund Lp	C/O Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman E9 KY1-9009	No	No	No	Yes
1825076	Outerbridge Special Opportunities Gp, Llc	767 Third Avenue 11Th Floor New York NY 10017	No	No	Yes	No
1825077	Outerbridge Special Opportunities Fund, Lp	767 Third Avenue 11Th Floor New York NY 10017	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.01 Per Share	Disposition	2020-10-30	232,828	$2.30	6,266,793	No	4	S	Direct
Common Stock, Par Value $0.01 Per Share	Disposition	2020-10-30	6,266,793	$2.30	0	No	4	J	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2020-10-30	6,266,793	$2.30	6,266,793	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	J	Direct
No	4	J	Direct

Footnotes

This Form 4 is filed jointly by Outerbridge Special Opportunities Fund, LP ("Outerbridge Special Opportunities"), Outerbridge Special Opportunities GP, LLC ("Outerbridge Special GP"), Outerbridge Master Fund LP ("Outerbridge Master Fund"), Outerbridge Capital Management, LLC ("Outerbridge Capital"), Outerbridge GP, LLC, ("Outerbridge GP"), and Rory Wallace (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities of the Issuer beneficially owned directly by Outerbridge Master Fund. As the general partner of Outerbridge Master Fund, Outerbridge GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Master Fund. As the investment manager of Outerbridge Master Fund, Outerbridge Capital may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Master Fund. As the managing member of each of of Outerbridge GP and Outerbridge Capital, Mr. Wallace may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Master Fund.
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 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.
The reported transactions involved a transfer of 6,266,793 shares of the Issuer's Common Stock by Outerbridge Master Fund to Outerbridge Special Opportunities in a transaction exempt from Section 16, pursuant to Rule 16a-13 or otherwise.