FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * MILLER MICHAEL CONNOLLY 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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CLO, EVP, Corp Aff & Secretary
(Last)         (First)         (Middle)
C/O BARNES & NOBLE EDUCATION, INC., 120 MOUNTAIN VIEW BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)
9/22/2020
(Street)
BASKING RIDGE, NJ 07920
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (Right to Buy)  $5.0  9/22/2020    A     155023      9/22/2021 (1) 9/22/2030  Common Stock  155023.0  $0  155023  D   
Non-Qualified Stock Option (Right to Buy)  $2.46  9/22/2020    A     155023      9/22/2021 (2) 9/22/2030  Common Stock  155023.0  $0  155023  D   
Phantom Share Unit   (3) 9/22/2020    A     182927      9/22/2021 (3) 9/22/2023  Common Stock  182927.0  $0  182927  D   

Explanation of Responses:
(1)  Non-qualified Stock Options granted with an above market exercise price of $5 per share. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030.
(2)  Non-qualified Stock Options granted with an exercise price of $2.46 per share, which was the fair market value on the date of grant. These Options will vest in four equal installments on each of September 22, 2021, September 22, 2022, September 22, 2023 and September 22, 2024 and will expire on September 22, 2030
(3)  Each phantom share represents the economic equivalent to one share of common stock of the Company and will be settled in cash based on the fair market value of a share of common stock of the Company at each vesting date in an amount not to exceed $7.38 per share. The phantom shares vest and will be settled in three equal installments on each of September 22, 2021, September 22, 2022 and September 22, 2023, or in each case, if such date is not a business day, the business day immediately following such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLER MICHAEL CONNOLLY
C/O BARNES & NOBLE EDUCATION, INC.
120 MOUNTAIN VIEW BLVD
BASKING RIDGE, NJ 07920


CLO, EVP, Corp Aff & Secretary

Signatures
/s/ Michael C. Miller 9/24/2020
**Signature of Reporting Person Date
Barnes and Noble Education (NYSE:BNED)
Historical Stock Chart
From Dec 2020 to Jan 2021 Click Here for more Barnes and Noble Education Charts.
Barnes and Noble Education (NYSE:BNED)
Historical Stock Chart
From Jan 2020 to Jan 2021 Click Here for more Barnes and Noble Education Charts.