0001144204-12-010446.txt : 20120222 0001144204-12-010446.hdr.sgml : 20120222 20120222172414 ACCESSION NUMBER: 0001144204-12-010446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120222 DATE AS OF CHANGE: 20120222 GROUP MEMBERS: MICHAEL GLICKSTEIN SUBJECT COMPANY: 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: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42707 FILM NUMBER: 12631235 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: G Asset Management, LLC CENTRAL INDEX KEY: 0001539216 IRS NUMBER: 010927016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 546 FIFTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (646) 840-5417 MAIL ADDRESS: STREET 1: 546 FIFTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 v303495_sc13da.txt FORM SC 13D/A UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* BARNES & NOBLE, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 067774109 (CUSIP Number) MICHAEL GLICKSTEIN G ASSET MANAGEMENT, LLC 546 FIFTH AVENUE, 14TH FLOOR NEW YORK NY 10036 TEL: (646) 840-5417 (Name, address and telephone number of person authorized to receive notices and communications) FEBRUARY 17, 2012 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. ---------------- *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 purposes 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. 067774109 13D/A Page 2 of 9 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS G Asset Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 01-0927016 ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** AF ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER Less than 5% of any registered voting equity security of the Company OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER Less than 5% of any registered voting equity security of the Company ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of any registered voting equity security of the Company ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% of any registered voting equity security of the Company ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IA ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 067774109 13D/A Page 3 of 9 Pages --------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS Michael Glickstein I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** AF ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER Less than 5% of any registered voting equity security of the Company OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER Less than 5% of any registered voting equity security of the Company ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of any registered voting equity security of the Company ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% of any registered voting equity security of the Company ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 067774109 13D/A Page 4 of 9 Pages EXPLANATORY NOTE This Amendment No. 1 , Schedule 13D/A, amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on February 17, 2012 (the "prior Schedule 13D filing"), as set forth below. Item 1. Security and Issuer. There are no amendments to Item 1 from the prior Schedule 13D filing. For the convenience of the reader, it is noted that, as with the prior Schedule 13D filing, this statement relates to the common stock, $0.001 par value per share ("Common Stock") of Barnes & Noble, Inc. ("Barnes & Noble" or the "Company"). Item 2. Identity and Background. There are no amendments to Item 2 from the prior Schedule 13D filing. For the convenience of the reader, it is noted that, as with the prior Schedule 13D filing, this statement is filed by G Asset Management, LLC, a Delaware limited liability company ("G Asset Management"), and Michael Glickstein, a United States citizen (hereinafter sometimes collectively referred to as the "Reporting Persons.") Item 3. Source and Amount of Funds or Other Consideration. The net investment cost (including commissions, if any) of the Common Stock as to which the Reporting Persons exercise voting or dispositive power as of the date hereof, including Common Stock underlying options exercisable within 60 days of the date hereof, in all cases acquired after the prior Schedule 13D filing and held through the time the Reporting Persons fell below the threshold for reporting under Section 13(d) of the Exchange Act, the rules promulgated thereunder and the instructions to Schedule 13D, was approximately $2,400,000. All of such funds were obtained from the working capital of G RE Partners, G Value Partners, GVF and the private managed accounts for which the Reporting Persons have invested in Common Stock, respectively, as referred to in the prior Schedule 13D filing, with certain securities purchases in certain instances being made on margin pursuant to customary market terms. Item 4. Purpose of Transaction. The Reporting Persons have been acquiring and disposing of Common Stock and options over Common Stock for investment purposes, in material part because they believe the Company is substantially undervalued in its current form. See the prior Schedule 13D filing and the attachments thereto. They expect to continue to acquire and dispose of Company securities, and as a result may in the future again hold more than 5% of a class of voting equity securities of the Company registered pursuant to Section 12 of the Exchange Act. CUSIP No. 067774109 13D/A Page 5 of 9 Pages Notwithstanding anything herein to the contrary, the Reporting Persons expect to continuously review the investments they manage in Barnes & Noble and, depending on various factors, including but not limited to the market price of the Common Stock, the terms and conditions of potentially available transactions, prevailing market conditions, liquidity and diversification objectives and such other considerations as the Reporting Persons deem relevant, may at any time or from time to time, subject to regulatory compliance, acquire or dispose of shares of Common Stock or other securities, including securities convertible into or exercisable or exchangeable for Common Stock, on the open market, in privately negotiated transactions, directly from the Company, upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for Common Stock or otherwise. Item 5. Interest in Securities of the Issuer. For each Reporting Person: (a) Aggregate number of shares beneficially owned: Less than 5% of any class of voting equity security of the Company registered pursuant to Exchange Act Section 12.* Percentage: Less than 5% of any class of voting equity security of the Company registered pursuant to Exchange Act Section 12.* (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: Less than 5% of any class of voting equity security of the Company registered pursuant to Exchange Act Section 12.* 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: Less than 5% of any class of voting equity security of the Company registered pursuant to Exchange Act Section 12.* -------------------------------------------------------- * For purposes of calculating the percentages set forth in this statement, the number of shares of Common Stock outstanding is assumed to be 60,175,137, which is the number of shares of Common Stock referred to by the Company in its Quarterly Report on Form 10-Q for the period ended October 29, 2011. (c) The transaction dates, amounts of securities involved and the price per share or unit for all of the transactions in Common Stock or options over Common Stock effected by the Reporting Persons after the filing of the prior Schedule 13D filing and through the time the Reporting Persons fell below the threshold for reporting under Section 13(d) of the Exchange Act, the rules promulgated thereunder and the instructions to Schedule 13D, are set forth in Schedule A to this statement, which is incorporated herein by reference. All of such transactions were effected in the open market. (d) There are no amendments to Item 5(d) from the prior Schedule 13D filing. (e) February 17, 2012. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock and options referred to herein, except to the extent of their respective pecuniary interests therein. CUSIP No. 067774109 13D/A Page 6 of 9 Pages ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no amendments to Item 6 from the prior Schedule 13D filing. ITEM 7. Material to be Filed as Exhibits. Exhibit Description 99.1 Joint filing agreement pursuant to Rule 13d-1(k) SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: February 22, 2012 /s/ Michael Glickstein ------------------------------------------ Michael Glickstein, individually G Asset Management, LLC By: /s/ Michael Glickstein -------------------------------------- Michael Glickstein, its managing member CUSIP No. 067774109 13D/A Page 7 of 9 Pages Schedule A COMMON STOCK: ------------ Number of Shares Price Per Share Purchased/Sold (including Date of Transaction [sales denoted by - sign] commissions, if any) 2012-02-17 1,000 13.70 2012-02-17 1,000 13.70 2012-02-17 1,000 13.40 2012-02-17 1,000 13.29 2012-02-17 1,000 13.29 2012-02-17 1,000 13.16 2012-02-17 1,000 13.42 2012-02-17 1,000 13.45 2012-02-17 1,000 13.46 2012-02-17 1,000 13.46 2012-02-17 1,000 13.46 2012-02-17 1,000 13.46 2012-02-17 1,000 13.46 2012-02-17 1,000 13.55 2012-02-17 1,000 13.52 2012-02-17 -1,000 13.77 2012-02-17 -1,000 13.58 2012-02-17 -1,000 13.11 2012-02-17 -1,000 13.11 2012-02-17 11,500 14.00 2012-02-17 3,000 14.00 2012-02-17 4,000 15.00 2012-02-17 76,300 13.00 2012-02-17 7,300 13.00 2012-02-17 3,000 13.00 2012-02-17 14,500 10.00 2012-02-17 8,000 10.00 2012-02-17 37,300 11.00 2012-02-17 3,000 12.00 2012-02-17 16,000 13.00 CUSIP No. 067774109 13D/A Page 8 of 9 Pages OPTIONS OVER COMMON STOCK (each option exercisable for 100 shares of Common Stock): -------------------------------------------------------- Number of Shares Price Per Share Purchased/Sold (including Date of Transaction [sales denoted by - sign] commissions, if any) 2012-02-17 -100 2.65 2012-02-17 -87 2.10 2012-02-17 -373 0.00 2012-02-17 100 0.45 2012-02-17 100 0.45 2012-02-17 -50 0.80 2012-02-17 -167 0.05 2012-02-17 100 0.20 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.15 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 40 0.05 2012-02-17 100 0.05 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 100 0.10 2012-02-17 33 0.10 2012-02-17 100 0.15 2012-02-17 100 0.05 2012-02-17 100 0.05 2012-02-17 100 0.05 2012-02-17 100 0.05 2012-02-17 100 0.05 2012-02-17 100 0.05 2012-02-17 25 0.05 2012-02-17 100 0.05 2012-02-17 -100 0.70 2012-02-17 -40 1.80 2012-02-17 100 1.47 2012-02-17 100 0.50 2012-02-17 21 0.40 2012-02-17 100 0.35 2012-02-17 30 4.40 2012-02-17 100 0.45 2012-02-17 100 0.05 2012-02-17 100 0.1 2012-02-17 100 0.1 2012-02-17 100 0.15 2012-02-17 100 0.15 CUSIP No. 067774109 13D/A Page 9 of 9 Pages EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) The undersigned agree that each person on whose behalf the foregoing statement on Schedule 13D is filed is individually eligible to use Schedule 13D to file the foregoing information, that the foregoing statement on Schedule 13D is filed on behalf of each such person and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each such person without the necessity of filing additional joint filing agreements. The undersigned agree that each of them is responsible for the timely filing of the foregoing statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but that he or it is not responsible for the completeness or accuracy of the information concerning the others making the filing, except to the extent he or it knows or has reason to believe that such information is inaccurate. DATED: February 17, 2012 /s/ Michael Glickstein ------------------------------------------- Michael Glickstein, individually G Asset Management, LLC By: /s/ Michael Glickstein --------------------------------------- Michael Glickstein, its managing member