0001181431-12-034761.txt : 20120605 0001181431-12-034761.hdr.sgml : 20120605 20120605170111 ACCESSION NUMBER: 0001181431-12-034761 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120531 FILED AS OF DATE: 20120605 DATE AS OF CHANGE: 20120605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURKLE RONALD W CENTRAL INDEX KEY: 0001015899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 12889798 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: 0430 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN ALLIANCE FUND II LP CENTRAL INDEX KEY: 0001431428 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 12889795 BUSINESS ADDRESS: STREET 1: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 310 789-7200 MAIL ADDRESS: STREET 1: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucaipa American Alliance (Parallel) Fund II, L.P. CENTRAL INDEX KEY: 0001452578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 12889794 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucaipa American Alliance Fund II, LLC CENTRAL INDEX KEY: 0001452579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 12889796 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN MANAGEMENT, LLC CENTRAL INDEX KEY: 0001452932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 12889793 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN FUNDS, LLC CENTRAL INDEX KEY: 0001452934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 12889797 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 4 1 rrd345988.xml FORM 4 X0305 4 2012-05-31 1 0000890491 BARNES & NOBLE INC BKS 0001015899 BURKLE RONALD W C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 0 1 Former 10% Owner 0001452579 Yucaipa American Alliance Fund II, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 0 1 Former 10% Owner 0001431428 YUCAIPA AMERICAN ALLIANCE FUND II LP C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 0 1 Former 10% Owner 0001452578 Yucaipa American Alliance (Parallel) Fund II, L.P. C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 0 1 Former 10% Owner 0001452932 YUCAIPA AMERICAN MANAGEMENT, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 0 1 Former 10% Owner 0001452934 YUCAIPA AMERICAN FUNDS, LLC C/O THE YUCAIPA COMPANIES LLC 9130 EAST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 0 1 Former 10% Owner Common Stock 2012-05-31 4 J 0 7170384 0 D 549554 I Please see footnote and Remarks below Common Stock 2012-05-31 4 J 0 4723829 0 D 549554 I Please see footnote and Remarks below On May 31, 2012, Yucaipa American Alliance Fund II, L.P. ("YAAF II") made an in-kind pro rata distribution of the 7,170,384 shares of common stock, par value $0.001 per share (the "Common Stock") of the Issuer to its partners. On May 31, 2012, Yucaipa American Alliance (Parallel) Fund II, L.P. ("YAAF II Parallel") made an in-kind pro rata distribution of the 4,723,829 shares of Common Stock of the Issuer to its partners (together with the distribution described in footnote (1), the "Distribution"). As a result of the Distribution, Ronald W. Burkle beneficially owns 545,930 shares of the Common Stock as of May 31, 2012 and YAAF II LLC beneficially owns 3,624 shares of Common Stock as of May 31, 2012. This Form 4 is jointly filed by (i) Ronald W. Burkle, (ii) Yucaipa American Management, LLC ("Yucaipa American"), (iii) Yucaipa American Funds, LLC ("Yucaipa American Funds"), (iv) Yucaipa American Alliance Fund II, LLC ("YAAF II LLC"), (v) YAAF II, and (vi) YAAF II Parallel. Mr. Burkle is the managing member of Yucaipa American, which is the managing member of Yucaipa American Funds, which is the managing member of YAAF II LLC, which, in turn, is the general partner of each of YAAF II and YAAF II Parallel. Each of Mr. Burkle, Yucaipa American, Yucaipa American Funds, and YAAF II, LLC, by virtue of their direct or indirect control of YAAF II and YAAF II Parallel, may be deemed to beneficially own some or all of the securities reported as being held by YAAF II and YAAF II Parallel. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, YAAF II disclaims beneficial ownership of any securities held directly by YAAF II Parallel, and YAAF II Parallel disclaims beneficial ownership of any securities held directly by YAAF II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Ronald W. Burkle (on behalf of himself and the other reporting persons) 2012-06-05