Statement of Changes in Beneficial Ownership (4)
September 24 2019 - 7:46PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Outerbridge Master Fund LP |
2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc.
[
BNED
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O OGIER GLOBAL (CAYMAN) LIMITED, 89 NEXUS WAY, CAMANA BAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/18/2019
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(Street)
GRAND CAYMAN, E9 KY1-9009
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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9/18/2019
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P
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125000
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A
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$3.1722
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4913364
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D (1)
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Common Stock, par value $0.01 per share
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9/18/2019
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P
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150000
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A
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$3.2132
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5063364
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D (1)
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Common Stock, par value $0.01 per share
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9/19/2019
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P
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210217
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A
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$3.2303
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5273581
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D (1)
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Common Stock, par value $0.01 per share
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9/20/2019
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P
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200000
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A
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$3.1285
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5473581
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D (1)
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Common Stock, par value $0.01 per share
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9/23/2019
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P
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99665
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A
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$3.1572
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5573246
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D (1)
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Common Stock, par value $0.01 per share
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9/23/2019
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P
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63334
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A
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$3.2143
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5636580
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D (1)
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Common Stock, par value $0.01 per share
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9/24/2019
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P
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225000
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A
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$3.2822
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5861580
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D (1)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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 4 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Outerbridge Master Fund LP C/O OGIER GLOBAL (CAYMAN) LIMITED 89 NEXUS WAY, CAMANA BAY GRAND CAYMAN, E9 KY1-9009
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X
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Outerbridge Capital Management LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY 10017
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X
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Outerbridge GP, LLC 767 THIRD AVENUE 11TH FLOOR NEW YORK, NY 10017
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X
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Wallace Rory C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC 767 3RD AVE, 11TH FLOOR NEW YORK, NY 10017
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X
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Signatures
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OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member
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9/24/2019
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**Signature of Reporting Person
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Date
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OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member
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9/24/2019
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**Signature of Reporting Person
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Date
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OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member
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9/24/2019
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**Signature of Reporting Person
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Date
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/s/ Rory Wallace
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9/24/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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