David Nenke - Sep 23, 2021 Form 3 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role: Pres, DSS
Signature: /s/ Michael C. Miller, as attorney-in-fact for David Nenke
Stock symbol: BNED
Transactions as of: Sep 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/27/2021, 05:13 PM
Next filing: Mar 25, 2022

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
holding	BNED	Phantom Share Unit							Sep 23, 2021	Common Stock	52.4K		Direct	F1

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

Explanation of Responses:

Id	Content
F1	Each phantom share represents the economic equivalent to one share of common stock of the Company and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed $22.89 per share. The phantom shares vest and will be settled in three equal installments on each of March 24, 2022, March 24, 2023 and March 24, 2024, or in each case, if such date is not a business day, the business day immediately following such date.

Content

Each phantom share represents the economic equivalent to one share of common stock of the Company and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed $22.89 per share. The phantom shares vest and will be settled in three equal installments on each of March 24, 2022, March 24, 2023 and March 24, 2024, or in each case, if such date is not a business day, the business day immediately following such date.