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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 9/22/23 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1634117 |
| Issuer Name: Barnes & Noble Education, Inc. |
| Issuer Trading Symbol: BNED |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1643505 |
| | Owner Name: MILLER MICHAEL CONNOLLY |
| Reporting Owner Address: |
| | Owner Street 1: C/O BARNES & NOBLE EDUCATION, INC. |
| | Owner Street 2: 120 MOUNTAIN VIEW BLVD |
| | Owner City: BASKING RIDGE |
| | Owner State: NJ |
| | Owner ZIP Code: 07920 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: CLO, EVP, Corp Aff & Secretary |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/22/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 60,976 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 210,482 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/22/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 60,976 |
| | | Transaction Price Per Share: |
| Value: 1.11 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 149,506 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/23/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,825 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 1.11 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 139,681 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Phantom Share Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 9/22/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 60,976 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 9/22/21 |
| | Expiration Date: |
| | | Value: 9/22/23 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 60,976 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Each share of phantom stock is the economic equivalent of one share of common stock of the Company and was settled in cash at a value of $1.11 per share. The terms of the phantom stock provide that the shares will be settled 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. |
| Footnote - F2: Shares withheld by the Issuer on vesting of restricted stock units (payable solely in common stock of the Issuer on each vesting date) to cover applicable withholding taxes. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Michael C. Miller |
| Signature Date: 9/26/23 |