UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Barnes & Noble Education, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

06777U101

(CUSIP Number)

Outerbridge Capital Management, LLC

767 Third Avenue, 11th Floor

New York, New York 10017

(347) 493-0350

Andrew Freedman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 6, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

The Reporting Persons are encouraged by the decision of the board of directors (the “Board”) to retain Morgan Stanley to assist in its ongoing review of strategic alternatives. The Reporting Persons believe a strategic review to be a logical avenue for unlocking value for BNED shareholders, given historical challenges of execution at the Issuer, a fast-changing industry, and an abundance of potential financial and strategic buyers for its business.

Since the filing of the initial 13D, the Reporting Persons have continued to engage in discussions and meetings with the Issuer’s management and the Board in accordance with their stated desire to enhance value for all shareholders of the Issuer. In the course of this dialogue, the Reporting Persons have introduced qualified consultants to the Issuer with expertise in digital subscription and inclusive access business models – the two initiatives highlighted by management as being most critical to the Issuer’s business model transformation. These consultants previously served as senior executives at a top tier higher education publisher and at a leading competitor to the Issuer’s Bartleby in digital study products.

The Reporting Persons have also introduced to the Issuer a qualified prospective Board member with extensive experience serving on both audit and transaction committees, and a track record of delivering value for shareholders in strategic reviews.

With its highly leverageable footprint for higher ed software and services businesses, its healthy general merchandise business, its impressive digital assets, and its substantial free cash flow, the Reporting Persons are confident that a robust, well-conducted process will yield an acquirer in this active M&A market. The Reporting Persons look forward to continuing their engagement with the Issuer as the Board and its financial advisor work to maximize value for all shareholders.

Items 5(a) – (c) are hereby amended and restated to read as follows:

As of the date hereof, Outerbridge Capital Management, LLC, Outerbridge Master Fund LP, Outerbridge GP, LLC and Rory Wallace may be deemed to be the beneficial owner of 6,499,621 shares of Common Stock or 13.5% of the shares of the Common Stock of the Issuer, based upon the 48,297,554 shares of Common Stock outstanding as of November 15, 2019, according to the Form 10-Q filed by the Issuer on December 4, 2019.

Each of Outerbridge Capital Management, LLC, Outerbridge Master Fund LP, Outerbridge GP, LLC and Rory Wallace has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 6,499,621 shares of Common Stock.

Each of Outerbridge Capital Management, LLC, Outerbridge Master Fund LP, Outerbridge GP, LLC and Rory Wallace has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 6,499,621 shares of Common Stock.

The Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2020