0000919574-24-003559.txt : 20240611 0000919574-24-003559.hdr.sgml : 20240611 20240611160028 ACCESSION NUMBER: 0000919574-24-003559 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240610 FILED AS OF DATE: 20240611 DATE AS OF CHANGE: 20240611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wallace Rory CENTRAL INDEX KEY: 0001789229 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37499 FILM NUMBER: 241035687 MAIL ADDRESS: STREET 1: 767 3RD AVE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Barnes & Noble Education, Inc. CENTRAL INDEX KEY: 0001634117 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 460599018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 BUSINESS ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 908-991-2665 MAIL ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 4 1 ownership.xml X0508 4 2024-06-10 1 0001634117 Barnes & Noble Education, Inc. BNED 0001789229 Wallace Rory C/O BARNES & NOBLE EDUCATION, INC. 120 MOUNTAINVIEW BLVD. BASKING RIDGE NJ 07920 1 0 0 0 0 Common Stock, par value $0.01 per share 11804 D Common Stock, par value $0.01 per share 2024-06-10 4 P 0 202480772 0.05 A 207613525 I Held by Outerbridge Special Opportunities Fund, LP Reflects shares issued to Rory Wallace (the "Reporting Person") pursuant to the Barnes & Noble Education, Inc. Equity Plan, which are fully vested as of June 10, 2024. Management of Outerbridge Special Opportunities Fund, LP ("Special Opportunities") is vested in Outerbridge Capital Management, LLC, a Delaware limited liability company ("Outerbridge Capital"), which may be deemed to beneficially own the Barnes & Noble Education, Inc. Common Stock, par value $0.01 per share (the "Common Stock") held directly by Special Opportunities. The Reporting Person is the Managing Member of Outerbridge Capital, sharing voting and investment control over the Common Stock held directly by Special Opportunities and may be deemed to beneficially own such Common Stock. (Continued from footnote 2) The Reporting Person disclaims any beneficial ownership in the Common Stock described herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly, 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. /s/ Rory Wallace 2024-06-11