Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Outerbridge Master Fund LP

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/18/2019

3. Issuer Name and Ticker or Trading Symbol

Barnes & Noble Education, Inc. [BNED]

(Last) (First) (Middle)

C/O OGIER GLOBAL (CAYMAN) LIMITED, 89 NEXUS WAY, CAMANA BAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

GRAND CAYMAN, E9 KY1-9009

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	4788364	D ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

(1)

The Common Stock, par value $0.01 per share reported herein ("Common Stock") is held in the account of Outerbridge Master Fund LP (the "Fund"), a private investment fund managed by Outerbridge Capital Management, LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Outerbridge GP, LLC (the "General Partner"), and by Rory Wallace, managing member of the General Partner and the Investment Manager. Each of the Fund, the Investment Manager, the General Partner and Rory Wallace (collectively, the "Reporting Persons") disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Outerbridge Master Fund LP C/O OGIER GLOBAL (CAYMAN) LIMITED 89 NEXUS WAY, CAMANA BAY GRAND CAYMAN, E9 KY1-9009		X
Outerbridge Capital Management LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY 10017		X
Outerbridge GP, LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY 10017		X
Wallace Rory C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC 767 3RD AVE, 11TH FLOOR NEW YORK, NY 10017		X

Signatures
OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member		9/24/2019
^**Signature of Reporting Person		Date
OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member		9/24/2019
^**Signature of Reporting Person		Date
OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member		9/24/2019
^**Signature of Reporting Person		Date
/s/ Rory Wallace		9/24/2019
^**Signature of Reporting Person		Date