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Index to Form 10 - K Index to FS ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 1 , 2021 OR X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number : 1-37499 BARNES & NOBLE EDUCATION , INC . ( Exact Name of Registrant as Specified in Its Charter ) Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 120 Mountain View Blvd. ( Address of Principal Executive Offices ) Title of Class Common Stock , $ 0.01 par value Basking Ridge NJ ■ 46-0599018 ( I.R.S. Employer Identification No. ) 07920 ( Zip Code ) Registrant's Telephone Number , Including Area Code : ( 908 ) 991-2665 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol BNED Name of Exchange on which registered New York Stock Exchange per share Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes No X Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definition of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company Emerging Growth Company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . > 00 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report > No X Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes The aggregate market value of the voting and non - voting stock held by non - affiliates of the registrant was approximately $ 109 million based upon the closing market price of $ 2.30 per share of Common Stock on the New York Stock Exchange as of October 31 , 2020. As of June 17 , 2021 , 51,384,234 shares of Common Stock , par value $ 0.01 per share , were outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III .