-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FAPo51zsA0Kqm3J4h6PBlRRJXJf3ri7NCpxxnge0hIxJ9hIHI7WJeMhN6s0gOugj JLYDUXHMWJZ+Bx02RwHRGg== 0000902664-07-002886.txt : 20070926 0000902664-07-002886.hdr.sgml : 20070926 20070926163942 ACCESSION NUMBER: 0000902664-07-002886 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070917 FILED AS OF DATE: 20070926 DATE AS OF CHANGE: 20070926 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: 0130 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: Pershing Square GP, LLC CENTRAL INDEX KEY: 0001336476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 071136930 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PS Management GP, LLC CENTRAL INDEX KEY: 0001336477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 071136931 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 071136932 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACKMAN WILLIAM A CENTRAL INDEX KEY: 0001056513 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 071136933 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 form3_ex.xml X0202 3 2007-09-17 0 0000890491 BARNES & NOBLE INC BKS 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001336476 Pershing Square GP, LLC 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 6540451 I See FN In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 3 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman ("Ackman"), each of which has the same business address as PS Capital and may be deemed to have a pecuniary interest in the securities beneficially owned by it. The total amount of 6,540,451 shares represents 2,859,772 shares held for the account of Pershing Square, L.P. ("PSI"), 35,779 shares held for the account of Pershing Square II, L.P. ("PSII") and 3,644,900 shares held for the account of Pershing Square International, Ltd. ("PSIL") (the shares held for the accounts of PSI, PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. PS Management is the general partner of PS Capital and therefore may be deemed the beneficial owner of the Subject Shares. (Continued in footnote 3). PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the shares held for the accounts of PSI and PSII. Ackman is the managing member of PSGP and PS Management and therefore may be deemed the beneficial owner of the Subject Shares. Each of PS Capital, PS Management, PSGP and Ackman disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any. PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 2007-09-26 PS MANAGEMENT GP, LLC, By: /s/ William A. Ackman, Managing Member 2007-09-26 PERSHING SQUARE GP, LLC, By: /s/ William A. Ackman, Managing Member 2007-09-26 /s/ William A. Ackman 2007-09-26 -----END PRIVACY-ENHANCED MESSAGE-----