SC 13G/A: Barnes & Noble Education, Inc.

AI Summary

SC 13G/A filing by Barnes & Noble Education, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• d11072044_13g-a.htm (SC 13G/A) — 169KB
• 0000919574-24-003561.txt ( ) — 171KB

From the Filing

SC 13G/A 1 d11072044_13g-a.htm UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06777U101 (CUSIP Number) June 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) __________ *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 06777U101 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Outerbridge Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 207,613,525 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 207,613,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,613,525 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA CUSIP No. 06777U101 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Outerbridge Special Opportunities Fund, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 207,613,525 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 207,613,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,613,525 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 06777U101 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Outerbridge Special Opportunities GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 207,613,525 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 207,613,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,613,525 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, HC CUSIP No. 06777U101 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rory Wallace 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 11,804 6. SHARED VOTING POWER 207,613,525 7. SOLE DISPOSITIVE POWER 11,804 8. SHARED DISPOSITIVE POWER 207,613,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,625,329 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC CUSIP No. 06777U101 Item 1. (a). Name of Issuer: Barnes & Noble Education, Inc. (b). Address of Issuer's Principal Executive Offices: 120 Mountain View Blvd. Basking Ridge, New Jersey 07920 Item 2. (a) – (c) Name, Principal Business Address, and Citizenship of Persons Filing: Outerbridge Capital Management, LLC – Delaware Outerbridge Special Opportunities Fund, LP – Delaware Outerbridge Special Oppo

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