Outerbridge Master Fund Form 4 Barnes & Noble Education / Rory Wallace ownership change

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 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)

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)
10/02/2019

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	10/02/2019		P		150,000	A	$2.9656	6,070,908	D(1)
Common Stock, par value $0.01 per share	10/02/2019		P		50,000	A	$2.978	6,120,908	D(1)
Common Stock, par value $0.01 per share	10/03/2019		P		100,000	A	$2.9392	6,220,908	D(1)
Common Stock, par value $0.01 per share	10/04/2019		P		175,987	A	$3.0937	6,396,895	D(1)

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 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. The Common Stock, par value $0.01 per share reported herein ("Common Stock") is held in the account of Outerbridge Master Fund LP (the "Fund"), a private investment fund managed by Outerbridge Capital Management, LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Outerbridge GP, LLC (the "General Partner"), and by Rory Wallace, managing member of the General Partner and the Investment Manager. Each of the Fund, the Investment Manager, the General Partner and Rory Wallace (collectively, the "Reporting Persons") disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, 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.

	OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member	10/04/2019
	OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member	10/04/2019
	OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member	10/04/2019
	/s/ Rory Wallace	10/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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