Sec Form 4 Filing - Outerbridge Capital Management LLC @ Barnes & Noble Education, Inc. - 2021-06-23

Insider filing report for Changes in Beneficial Ownership
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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 Capital Management LLC
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)
06/23/2021
(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 ) 06/23/2021 S 108,444 D $ 9.5476 1,025,596 I ( 2 ) By Investment Accounts
Common Stock, par value $0.01 per share ( 1 ) 06/24/2021 S 83,435 D $ 9.2793 942,161 I ( 2 ) By Investment Accounts
Common Stock, par value $0.01 per share ( 1 ) 06/25/2021 S 942,161 D $ 8.8904 0 I ( 2 ) By Investment Accounts
Common Stock, par value $0.01 per share ( 1 ) 5,132,753 I ( 3 ) By Outerbridge Special Opportunities Fund, LP
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 Capital Management LLC
767 THIRD AVENUE
11TH FLOOR
NEW YORK, NY10017
X
Outerbridge Special Opportunities GP, LLC
767 THIRD AVENUE
11TH FLOOR
NEW YORK, NY10017
X
Outerbridge Special Opportunities Fund, LP
767 THIRD AVENUE
11TH FLOOR
NEW YORK, NY10017
X
Wallace Rory
C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC
767 THIRD AVENUE, 11TH FLOOR
NEW YORK, NY10017
X
Signatures
OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member 06/25/2021
Signature of Reporting Person Date
OUTERBRIDGE SPECIAL OPPORTUNITIES GP, LLC, By: /s/ Rory Wallace, Managing Member 06/25/2021
Signature of Reporting Person Date
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND, LP, By: Outerbridge Special Opportunities GP, LLC, By: /s/ Rory Wallace, Managing Member 06/25/2021
Signature of Reporting Person Date
/s/ Rory Wallace 06/25/2021
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 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.
( 2 )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.
( 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 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.

Remarks:
Following the transactions reported herein, the Reporting Persons ceased to beneficially own 10% or more of the outstanding shares of Common Stock of the Issuer.

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).
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