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