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Item 1.
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Security and Issuer.
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This statement on Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Barnes & Noble Education, Inc., a corporation incorporated under the laws of the State of Delaware, U.S.A. with its principal executive offices located at 120 Mountain View Blvd., Basking Ridge, New Jersey 07920 (the “Issuer”).
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Item 2.
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Identity and Background.
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(a)-(c), (f)
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This Schedule 13D is being filed jointly by
(i) Outerbridge Capital Management, LLC, a Delaware limited liability company, (ii) Outerbridge Master Fund LP, a Cayman Islands
exempted limited partnership, (iii) Outerbridge GP, LLC, a Delaware limited liability company, and (iv) Rory Wallace, a United
States citizen (collectively, the “Reporting Persons”).
The principal business address of the Reporting
Persons is 767 Third Avenue, 11th Floor, New York, New York 10017.
Rory Wallace is the managing member of Outerbridge
Capital Management, LLC, an investment management firm that serves as the investment manager to Outerbridge Master Fund LP, a private
investment fund. Rory Wallace is also the managing member of Outerbridge GP, LLC, the general partner of Outerbridge
Master Fund LP. The principal business of Outerbridge Master Fund LP is purchasing, holding and selling securities for investment
purposes.
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(d)
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None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the Common Stock
beneficially owned by the Reporting Persons came from the working capital of Outerbridge Master Fund LP.
No borrowed funds were used to purchase the
Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the
ordinary course of business.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons hold the securities
described in Item 5 of this statement for investment purposes only.
The
Reporting Persons purchased the Common Stock in the belief that the Common Stock, when purchased, was undervalued and
represented an attractive investment opportunity. The Reporting Persons intend to seek to speak with representatives
of the Issuer's board of directors and management to discuss enhancing shareholder value and potentially seeking
board representation. The Reporting Persons also intend to seek to have discussions with other stockholders to
understand their perspectives and priorities.
Except as set forth herein, no Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of
the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing
additional Common Stock, selling some or all of their Common Stock, engaging in short selling of or any hedging or similar transaction
with respect to the Common Stock or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a)-(c)
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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 13.7% of the shares of the Common Stock of the Issuer, based upon the 47,607,394 shares of Common Stock
outstanding as of August 16, 2019, according to the Form 10-Q filed by the Issuer on September 24, 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 transactions in the Common Stock by the
Reporting Persons during the past sixty days are set forth in Exhibit B.
The Reporting Persons specifically disclaim
beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
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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.
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
The undersigned agree that
this Schedule 13D, dated October [ ], 2019, relating to the Common Stock, par value $0.01 per share of Barnes & Noble Education,
Inc. shall be filed on behalf of the undersigned.
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DATE
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SECURITY
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TRANSACTION
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AMOUNT
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PRICE
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8/12/2019
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Common Stock, par value $0.01 per share
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Purchase
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28,538
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$3.0363
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8/14/2019
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Common Stock, par value $0.01 per share
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Purchase
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20,495
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$3.0165
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8/14/2019
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Common Stock, par value $0.01 per share
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Purchase
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55,000
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$2.9820
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8/15/2019
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Common Stock, par value $0.01 per share
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Purchase
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115,000
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$3.0243
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8/16/2019
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Common Stock, par value $0.01 per share
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Purchase
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40,737
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$3.1647
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8/19/2019
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Common Stock, par value $0.01 per share
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Purchase
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75,000
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$3.2886
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8/20/2019
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Common Stock, par value $0.01 per share
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Purchase
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35,401
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$3.2818
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8/21/2019
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Common Stock, par value $0.01 per share
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Purchase
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50,000
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$3.3565
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8/22/2019
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Common Stock, par value $0.01 per share
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Purchase
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43,275
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$3.2735
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8/23/2019
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Common Stock, par value $0.01 per share
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Purchase
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200,000
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$3.2600
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8/26/2019
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Common Stock, par value $0.01 per share
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Purchase
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50,000
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$3.4360
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8/27/2019
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Common Stock, par value $0.01 per share
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Purchase
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108,676
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$3.4181
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8/28/2019
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Common Stock, par value $0.01 per share
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Purchase
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38,173
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$3.5163
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8/29/2019
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Common Stock, par value $0.01 per share
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Purchase
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20,300
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$3.8496
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8/29/2019
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Common Stock, par value $0.01 per share
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Purchase
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21,500
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$3.6650
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8/30/2019
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Common Stock, par value $0.01 per share
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Purchase
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44,825
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$3.8628
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9/3/2019
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Common Stock, par value $0.01 per share
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Purchase
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102,000
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$3.6095
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9/4/2019
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Common Stock, par value $0.01 per share
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Purchase
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65,000
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$3.7221
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9/5/2019
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Common Stock, par value $0.01 per share
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Purchase
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50,000
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$3.7581
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9/6/2019
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Common Stock, par value $0.01 per share
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Purchase
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33,472
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$3.6240
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9/9/2019
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Common Stock, par value $0.01 per share
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Purchase
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50,000
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$3.8511
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9/16/2019
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Common Stock, par value $0.01 per share
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Purchase
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100,000
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$4.0059
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9/17/2019
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Common Stock, par value $0.01 per share
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Purchase
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300,000
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$3.3198
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9/18/2019
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Common Stock, par value $0.01 per share
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Purchase
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141,100
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$3.1334
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9/18/2019
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Common Stock, par value $0.01 per share
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Purchase
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125,000
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$3.1722
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9/18/2019
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Common Stock, par value $0.01 per share
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Purchase
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150,000
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$3.2132
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9/19/2019
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Common Stock, par value $0.01 per share
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Purchase
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210,217
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$3.2303
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9/20/2019
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Common Stock, par value $0.01 per share
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Purchase
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200,000
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$3.1285
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9/23/2019
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Common Stock, par value $0.01 per share
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Purchase
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99,665
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$3.1572
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9/23/2019
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Common Stock, par value $0.01 per share
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Purchase
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63,334
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$3.2143
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9/24/2019
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Common Stock, par value $0.01 per share
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Purchase
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225,000
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$3.2822
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9/27/2019
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Common Stock, par value $0.01 per share
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Purchase
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9,328
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$3.1073
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9/30/2019
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Common Stock, par value $0.01 per share
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Purchase
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50,000
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$3.1459
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10/2/2019
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Common Stock, par value $0.01 per share
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Purchase
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150,000
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$2.9656
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10/2/2019
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Common Stock, par value $0.01 per share
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Purchase
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50,000
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$2.9780
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10/3/2019
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Common Stock, par value $0.01 per share
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Purchase
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100,000
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$2.9392
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10/4/2019
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Common Stock, par value $0.01 per share
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Purchase
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175,987
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$3.0937
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10/8/2019
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Common Stock, par value $0.01 per share
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Purchase
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54,714
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$3.1794
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10/9/2019
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Common Stock, par value $0.01 per share
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Purchase
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35,691
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$3.2042
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10/9/2019
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Common Stock, par value $0.01 per share
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Purchase
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12,321
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$3.2640
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