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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 10/23/20 |
| 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: 1242919 |
| | Owner Name: WILSON DAVID A |
| 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? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 10/23/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 48,781 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 176,511 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: Grant of restricted stock units (RSUs). Each RSU represents the contingent right to receive one share of common stock, par value $0.01, of the Company. The RSUs vest on October 23, 2021; however, the reporting person has elected to defer settlement and receipt of such shares until the date specified in the applicable deferral election. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Michael C. Miller, as attorney-in-fact for David A. Wilson |
| Signature Date: 10/26/20 |
