Thomas D. Donohue - 22 Sep 2022 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 2022
Net transactions value: -$139,025
Form type: 4
Filing time: 26 Sep 2022, 16:45:22 UTC
Previous filing: 22 Jun 2022
Next filing: 27 Sep 2022
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	+60,976	+24%	$0.000000	310,130	22 Sep 2022	Direct	F1
transaction	BNED	Common Stock	Disposed to Issuer	$139,025	-60,976	-20%	$2.28	249,154	22 Sep 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	-60,976	-50%	$0.000000	60,976	22 Sep 2022	Common Stock	60,976		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.