0000950138-19-000427.txt : 20190807
0000950138-19-000427.hdr.sgml : 20190807
20190807163800
ACCESSION NUMBER: 0000950138-19-000427
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190807
FILED AS OF DATE: 20190807
DATE AS OF CHANGE: 20190807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Herpich Peter M
CENTRAL INDEX KEY: 0001592920
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12302
FILM NUMBER: 191006025
MAIL ADDRESS:
STREET 1: C/O BARNES & NOBLE, INC.
STREET 2: 122 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10104
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BARNES & NOBLE INC
CENTRAL INDEX KEY: 0000890491
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
IRS NUMBER: 061196501
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0429
BUSINESS ADDRESS:
STREET 1: 122 FIFTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10011
BUSINESS PHONE: 2126333300
MAIL ADDRESS:
STREET 1: 122 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10011
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2019-08-07
1
0000890491
BARNES & NOBLE INC
BKS
0001592920
Herpich Peter M
C/O BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK
NY
10011
0
1
0
0
VP, Corp.Contr.(Pr. Acc. Off.)
Common Stock
2019-08-07
4
U
0
26047
6.50
D
35836
D
Common Stock
2019-08-07
4
D
0
16470
D
19366
D
Common Stock
2019-08-07
4
D
0
19366
D
0
D
Common Stock
2019-08-07
4
U
0
1114.765
6.50
D
0
I
By 401(k) Plan
Represents shares tendered to Chapters Merger Sub Inc. ("Merger Sub") in connection with the tender offer (the "Tender Offer") by Merger Sub pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 7, 2019, as amended from time to time.
Represents restricted stock units cancelled and terminated without any cash payment being made in respect thereof.
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 24, 2019, by and among Chapters Holdco Inc. ("Parent"), the Merger Sub and the Issuer, Merger Sub has merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent. At the effective time of the merger, each outstanding restricted stock unit of the Issuer was converted into the right to receive an amount in cash equal to the product of (A) the number of shares of common stock of the Issuer underlying such restricted stock unit multiplied by (B) $6.50.
Represents shares tendered to Merger Sub in connection with the Tender Offer. Holdings under the Barnes & Noble, Inc. 401(k) Plan are reported in units. Therefore, the securities set forth in Column 5 of Table I are units. The number of units reported herein is based on a plan statement dated as of June 30, 2019.
/s/ Bradley A. Feuer as Attorney-in-Fact for Peter M. Herpich
2019-08-07