SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Outerbridge Special Opportunities Fund, LP

(Last) (First) (Middle)
767 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc. [ BNED ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share(1) 10/30/2020 S 232,828 D $2.3 6,266,793 D(2)
Common Stock, par value $0.01 per share(1) 10/30/2020 J 6,266,793(4) D $2.3 0 D(2)
Common Stock, par value $0.01 per share(1) 10/30/2020 J 6,266,793(4) A $2.3 6,266,793 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Outerbridge Special Opportunities Fund, LP

(Last) (First) (Middle)
767 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Outerbridge Special Opportunities GP, LLC

(Last) (First) (Middle)
767 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Outerbridge Master Fund LP

(Last) (First) (Middle)
C/O OGIER GLOBAL (CAYMAN) LIMITED
89 NEXUS WAY, CAMANA BAY

(Street)
GRAND CAYMAN E9 KY1-9009

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Outerbridge Capital Management LLC

(Last) (First) (Middle)
767 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Outerbridge GP, LLC

(Last) (First) (Middle)
767 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Wallace Rory

(Last) (First) (Middle)
C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC
767 THIRD AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
Remarks:
Following the transactions reported herein, for the purposes of Section 16, Outerbridge Master Fund and Outerbridge GP ceased to beneficially own 10% or more of the outstanding shares of Common Stock of the Issuer and ceased to be members of that certain Section 13(d) group referenced above. Each of Outerbridge Master Fund and Outerbridge GP disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND, LP, By: Outerbridge Special Opportunities GP, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020
OUTERBRIDGE SPECIAL OPPORTUNITIES GP, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020
OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020
OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member 11/03/2020
OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020
/s/ Rory Wallace 11/03/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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