Thomas D. Donohue - Sep 22, 2022 Form 4 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role: EVP, CFO
Signature: /s/ Thomas D. Donohue
Stock symbol: BNED
Transactions as of: Sep 22, 2022
Transactions value $: -$139,025
Form type: 4
Date filed: 9/26/2022, 04:45 PM
Previous filing: Jun 22, 2022
Next filing: Sep 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNED	Common Stock	Options Exercise	$0	+61K	+24.47%	$0.00	310K	Sep 22, 2022	Direct	F1
transaction	BNED	Common Stock	Disposed to Issuer	-$139K	-61K	-19.66%	$2.28	249K	Sep 22, 2022	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	-61K	-50%	$0.00	61K	Sep 22, 2022	Common Stock	61K		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 $2.28 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.