0000921895-20-002784.txt : 20201103
0000921895-20-002784.hdr.sgml : 20201103
20201103191019
ACCESSION NUMBER: 0000921895-20-002784
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201030
FILED AS OF DATE: 20201103
DATE AS OF CHANGE: 20201103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Outerbridge Special Opportunities Fund, LP
CENTRAL INDEX KEY: 0001825077
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201284803
BUSINESS ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 347-493-0350
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Outerbridge Special Opportunities GP, LLC
CENTRAL INDEX KEY: 0001825076
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201284804
BUSINESS ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 347-493-0350
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Outerbridge Master Fund LP
CENTRAL INDEX KEY: 0001789260
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201284805
BUSINESS ADDRESS:
STREET 1: 89 NEXUS WAY
CITY: CAMANA BAY, GRAND CAYMAN
STATE: E9
ZIP: KY1-9009
BUSINESS PHONE: 347-897-5480
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Outerbridge Capital Management LLC
CENTRAL INDEX KEY: 0001781377
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201284806
BUSINESS ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (347) 493-0351
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Outerbridge GP, LLC
CENTRAL INDEX KEY: 0001789131
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201284807
BUSINESS ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 347-897-5480
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wallace Rory
CENTRAL INDEX KEY: 0001789229
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37499
FILM NUMBER: 201284808
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]
IRS NUMBER: 460599018
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0502
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
form412733002_11032020.xml
OWNERSHIP DOCUMENT
X0306
4
2020-10-30
0
0001634117
Barnes & Noble Education, Inc.
BNED
0001825077
Outerbridge Special Opportunities Fund, LP
767 THIRD AVENUE
11TH FLOOR
NEW YORK
NY
10017
0
0
1
0
0001825076
Outerbridge Special Opportunities GP, LLC
767 THIRD AVENUE
11TH FLOOR
NEW YORK
NY
10017
0
0
1
0
0001789260
Outerbridge Master Fund LP
C/O OGIER GLOBAL (CAYMAN) LIMITED
89 NEXUS WAY, CAMANA BAY
GRAND CAYMAN
E9
KY1-9009
CAYMAN ISLANDS
0
0
0
1
Former 10% Owner
0001781377
Outerbridge Capital Management LLC
767 THIRD AVENUE
11TH FLOOR
NEW YORK
NY
10017
0
0
1
0
0001789131
Outerbridge GP, LLC
767 THIRD AVENUE
11TH FLOOR
NEW YORK
NY
10017
0
0
0
1
Former 10% Owner
0001789229
Wallace Rory
C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC
767 THIRD AVENUE, 11TH FLOOR
NEW YORK
NY
10017
0
0
1
0
Common Stock, par value $0.01 per share
2020-10-30
4
S
0
232828
2.3000
D
6266793
D
Common Stock, par value $0.01 per share
2020-10-30
4
J
0
6266793
2.3000
D
0
D
Common Stock, par value $0.01 per share
2020-10-30
4
J
0
6266793
2.3000
A
6266793
D
This Form 4 is filed jointly by Outerbridge Special Opportunities Fund, LP ("Outerbridge Special Opportunities"), Outerbridge Special Opportunities GP, LLC ("Outerbridge Special GP"), Outerbridge Master Fund LP ("Outerbridge Master Fund"), Outerbridge Capital Management, LLC ("Outerbridge Capital"), Outerbridge GP, LLC, ("Outerbridge GP"), and Rory Wallace (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities of the Issuer beneficially owned directly by Outerbridge Master Fund. As the general partner of Outerbridge Master Fund, Outerbridge GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Master Fund. As the investment manager of Outerbridge Master Fund, Outerbridge Capital may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Master Fund. As the managing member of each of of Outerbridge GP and Outerbridge Capital, Mr. Wallace may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Master Fund.
Securities of the Issuer beneficially owned directly by Outerbridge Special Opportunities. As the general partner of Outerbridge Special Opportunities, Outerbridge Special GP may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Special Opportunities. As the investment manager of Outerbridge Special Opportunities, Outerbridge Capital may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Special Opportunities. As the managing member of each of of Outerbridge Special GP and Outerbridge Capital, Mr. Wallace may be deemed to beneficially own the securities of the Issuer beneficially owned by Outerbridge Special Opportunities.
The reported transactions involved a transfer of 6,266,793 shares of the Issuer's Common Stock by Outerbridge Master Fund to Outerbridge Special Opportunities in a transaction exempt from Section 16, pursuant to Rule 16a-13 or otherwise.
Following the transactions reported herein, for the purposes of Section 16, Outerbridge Master Fund and Outerbridge GP ceased to beneficially own 10% or more of the outstanding shares of Common Stock of the Issuer and ceased to be members of that certain Section 13(d) group referenced above. Each of Outerbridge Master Fund and Outerbridge GP disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND, LP, By: Outerbridge Special Opportunities GP, LLC, By: /s/ Rory Wallace, Managing Member
2020-11-03
OUTERBRIDGE SPECIAL OPPORTUNITIES GP, LLC, By: /s/ Rory Wallace, Managing Member
2020-11-03
OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member
2020-11-03
OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member
2020-11-03
OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member
2020-11-03
/s/ Rory Wallace
2020-11-03