Sec Form 4 Filing - Donohue Thomas D. @ Barnes & Noble Education, Inc. - 2020-09-22

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 Donohue Thomas D. 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO (Last) (First) (Middle) C/O BARNES & NOBLE EDUCATION, INC., 120 MOUNTAIN VIEW BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2020 (Street) BASKING RIDGE, NJ 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Non-Qualified Stock Option (Right to Buy) $ 5 09/22/2020 A 155,023 09/22/2021( 1 ) 09/22/2030 Common Stock 155,023 $ 0 155,023 D Non-Qualified Stock Option (Right to Buy) $ 2.46 09/22/2020 A 155,023 09/22/2021( 2 ) 09/22/2030 Common Stock 155,023 $ 0 155,023 D Phantom Share Unit ( 3 ) 09/22/2020 A 182,927 09/22/2021( 3 ) 09/22/2023 Common Stock 182,927 $ 0 182,927 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Donohue Thomas D. C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAIN VIEW BLVD. BASKING RIDGE, NJ EVP, CFO Signatures /s/ Thomas D. Donohue 09/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-qualified Stock Options granted with an above market exercise price of $5 per share. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030. ( 2 )Non-qualified Stock Options granted with an exercise price of $2.46 per share, which was the fair market value on the date of grant. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030 ( 3 )Each phantom share represents the economic equivalent to one share of common stock of the Company and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed $7.38 per share. The phantom shares vest and will be settled in three equal installments on each of September 22, 2021, September 22, 2022 and September 22, 2023, or in each case, if such date is not a business day, the business day immediately following such 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).

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