Thomas D. Donohue - 22 Sep 2021 Form 4 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role: EVP, CFO
Signature: /s/ Thomas D. Donohue
Issuer symbol: BNED
Transactions as of: 22 Sep 2021
Net transactions value: -$449,996
Form type: 4
Filing time: 24 Sep 2021, 16:40:15 UTC
Previous filing: 22 Jun 2021
Next filing: 27 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNED	Common Stock	Options Exercise	$0	+60,975	+32%	$0.000000	248,754	22 Sep 2021	Direct	F1
transaction	BNED	Common Stock	Disposed to Issuer	$449,996	-60,975	-25%	$7.38	187,779	22 Sep 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BNED	Phantom Share Unit	Options Exercise	$0	-60,975	-33%	$0.000000	121,952	22 Sep 2021	Common Stock	60,975		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 $7.38 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.