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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1634117	Barnes & Noble Education Inc.	BNED	Retail-Miscellaneous Shopping Goods Stores (5940)	460599018

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1789229	Rory Wallace	C/O Barnes &Amp; Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge NJ 07920		Yes	No	No	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2024-06-10	202,480,772	$0.05	207,613,525	No	4	P	Indirect	Held by Outerbridge Special Opportunities Fund, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Held by Outerbridge Special Opportunities Fund, LP

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	11,804	Direct

Footnotes

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.