Outerbridge Capital Management LLC - Jun 23, 2021 Form 4 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role
10%+ Owner
Signature
OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member
Stock symbol
BNED
Transactions as of
Jun 23, 2021
Transactions value $
-$10,185,786
Form type
4
Date filed
6/25/2021, 05:45 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNED Common Stock, par value $0.01 per share Sale -$1.04M -108K -9.56% $9.55* 1.03M Jun 23, 2021 By Investment Accounts F1, F2
transaction BNED Common Stock, par value $0.01 per share Sale -$774K -83.4K -8.14% $9.28* 942K Jun 24, 2021 By Investment Accounts F1, F2
transaction BNED Common Stock, par value $0.01 per share Sale -$8.38M -942K -100% $8.89* 0 Jun 25, 2021 By Investment Accounts F1, F2
holding BNED Common Stock, par value $0.01 per share 5.13M Jun 23, 2021 By Outerbridge Special Opportunities Fund, LP F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Outerbridge Capital Management LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.