Sec Form 4 Filing - Outerbridge Special Opportunities Fund, LP @ Barnes & Noble Education, Inc. - 2020-10-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Outerbridge Special Opportunities Fund, LP 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) (Last) (First) (Middle) 767 THIRD AVENUE, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2020 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Outerbridge Special Opportunities Fund, LP 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY10017 X Outerbridge Special Opportunities GP, LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY10017 X Outerbridge Master Fund LP C/O OGIER GLOBAL (CAYMAN) LIMITED 89 NEXUS WAY, CAMANA BAY GRAND CAYMAN, E9KY1-9009 Former 10% Owner Outerbridge Capital Management LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY10017 X Outerbridge GP, LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY10017 Former 10% Owner Wallace Rory C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC 767 THIRD AVENUE, 11TH FLOOR NEW YORK, NY10017 X Signatures OUTERBRIDGE SPECIAL OPPORTUNITIES FUND, LP, By: Outerbridge Special Opportunities GP, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020 Signature of Reporting Person Date OUTERBRIDGE SPECIAL OPPORTUNITIES GP, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020 Signature of Reporting Person Date OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020 Signature of Reporting Person Date OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member 11/03/2020 Signature of Reporting Person Date OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member 11/03/2020 Signature of Reporting Person Date /s/ Rory Wallace 11/03/2020 Signature of Reporting Person Date

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.

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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