0000950138-19-000425.txt : 20190807
0000950138-19-000425.hdr.sgml : 20190807
20190807163423
ACCESSION NUMBER: 0000950138-19-000425
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: Gorman Joseph Charles
CENTRAL INDEX KEY: 0001700957
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12302
FILM NUMBER: 191005973
MAIL ADDRESS:
STREET 1: C/O GNC HOLDINGS, INC.
STREET 2: 300 SIXTH AVENUE
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
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
0001700957
Gorman Joseph Charles
C/O BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK
NY
10011
0
1
0
0
Executive VP, Operations
Common Stock
2019-08-07
4
D
0
32938
D
37619
D
Common Stock
2019-08-07
4
D
0
37619
D
0
D
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"), Chapters Merger Sub Inc. ("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.
/s/ Bradley A. Feuer as Attorney-in-Fact for Joseph Charles Gorman
2019-08-07