SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Outerbridge Master Fund LP (Last) (First) (Middle) C/O OGIER GLOBAL (CAYMAN) LIMITED 89 NEXUS WAY, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9009 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Barnes & Noble Education, Inc. [ BNED ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/18/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	09/18/2019		P		125,000	A	$3.1722	4,913,364	D(1)
Common Stock, par value $0.01 per share	09/18/2019		P		150,000	A	$3.2132	5,063,364	D(1)
Common Stock, par value $0.01 per share	09/19/2019		P		210,217	A	$3.2303	5,273,581	D(1)
Common Stock, par value $0.01 per share	09/20/2019		P		200,000	A	$3.1285	5,473,581	D(1)
Common Stock, par value $0.01 per share	09/23/2019		P		99,665	A	$3.1572	5,573,246	D(1)
Common Stock, par value $0.01 per share	09/23/2019		P		63,334	A	$3.2143	5,636,580	D(1)
Common Stock, par value $0.01 per share	09/24/2019		P		225,000	A	$3.2822	5,861,580	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Outerbridge Master Fund LP (Last) (First) (Middle) C/O OGIER GLOBAL (CAYMAN) LIMITED 89 NEXUS WAY, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9009 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Outerbridge Capital Management LLC (Last) (First) (Middle) 767 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Outerbridge GP, LLC (Last) (First) (Middle) 767 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wallace Rory (Last) (First) (Middle) C/O OUTERBRIDGE CAPITAL MANAGEMENT, LLC 767 3RD AVE, 11TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 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.

	OUTERBRIDGE MASTER FUND LP, By: Outerbridge GP, LLC, its general partner, By: /s/ Rory Wallace, Managing Member	09/24/2019
	OUTERBRIDGE CAPITAL MANAGEMENT, LLC, By: /s/ Rory Wallace, Managing Member	09/24/2019
	OUTERBRIDGE GP, LLC, By: /s/ Rory Wallace, Managing Member	09/24/2019
	/s/ Rory Wallace	09/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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