Form 4 for BNED Barnes & Noble Education, Inc.

Accepted 2024-06-11 00:00:00 ET · period of report 2024-06-10 · accession 0000919574-24-003559 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2024-06-11	2024-06-10	BNED	Wallace Rory	Dir	P - Purchase	$0.05	+202.48M	207.61M	+3,945%	+$10.12M

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock, par value $0.01 per share	2024-06-10	P	A	202,480,772	$0.05	207,613,525	I Held by Outerbridge Special Opportunities Fund, LP	—	—	(F2) Management of Outerbridge Special Opportunities Fund, LP ("Special Opportunities") is vested in Outerbridge Capital Management, LLC, a Delaware limited liability company ("Outerbridge Capital"), which may be deemed to beneficially own the Barnes & Noble Education, Inc. Common Stock, par value $0.01 per share (the "Common Stock") held directly by Special Opportunities. The Reporting Person is the Managing Member of Outerbridge Capital, sharing voting and investment control over the Common Stock held directly by Special Opportunities and may be deemed to beneficially own such Common Stock. (F3) (Continued from footnote 2) The Reporting Person disclaims any beneficial ownership in the Common Stock described herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.