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

Role: CLO, EVP, Corp Aff & Secretary
Signature: /s/ Michael C. Miller
Issuer symbol: BNED
Transactions as of: 22 Sep 2023
Net transactions value: -$78,589
Form type: 4
Filing time: 26 Sep 2023, 16:41:42 UTC
Previous filing: 21 Jun 2023
Next filing: 18 Jun 2024
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	+41%	$0.000000	210,482	22 Sep 2023	Direct	F1
transaction	BNED	Common Stock	Disposed to Issuer	$67,683	-60,976	-29%	$1.11	149,506	22 Sep 2023	Direct	F1
transaction	BNED	Common Stock	Tax liability	$10,906	-9,825	-6.6%	$1.11	139,681	23 Sep 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	-60,976	-100%	$0.000000^*	0	22 Sep 2023	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 $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.