Michael Huseby - Sep 22, 2023 Form 4 Insider Report for Barnes & Noble Education, Inc. (BNED)

Role: CEO, Director
Signature: /s/ Michael P. Huseby
Stock symbol: BNED
Transactions as of: Sep 22, 2023
Transactions value $: -$277,029
Form type: 4
Date filed: 9/26/2023, 04:40 PM
Previous filing: Jun 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNED	Common Stock	Options Exercise	$0	+224K	+22.9%	$0.00	1.2M	Sep 22, 2023	Direct	F1
transaction	BNED	Common Stock	Disposed to Issuer	-$248K	-224K	-18.63%	$1.11	976K	Sep 22, 2023	Direct	F1
transaction	BNED	Common Stock	Tax liability	-$28.9K	-26K	-2.66%	$1.11	950K	Sep 23, 2023	Direct	F2

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	-224K	-100%	$0.00^*	0	Sep 22, 2023	Common Stock	224K		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 $1.11 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.
F2	Shares withheld by the Issuer on vesting of restricted stock units (payable solely in common stock of the Issuer on each vesting date) to cover applicable withholding taxes.