0000950138-19-000437.txt : 20190807 0000950138-19-000437.hdr.sgml : 20190807 20190807165616 ACCESSION NUMBER: 0000950138-19-000437 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: SMITH MICHELLE L CENTRAL INDEX KEY: 0001175538 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 191006238 MAIL ADDRESS: STREET 1: C/O BARNES & NOBLE INC STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 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 0001175538 SMITH MICHELLE L C/O BARNES & NOBLE, INC. 122 FIFTH AVENUE NEW YORK NY 10011 0 1 0 0 VP Human Resources Common Stock 2019-08-07 4 U 0 57474 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 Stock Option (Right to Buy) 10.35 2019-08-07 4 D 0 40028 D 2021-11-14 Common Stock 40028 0 D Represents shares tendered to Chapters Merger Sub Inc. ("Merger Sub") in connection with 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. 25% of the stock options vested on November 15, 2013, 25% on November 15, 2014 and the remaining 50% on November 15, 2015. At the effective time of the merger, each stock option was cancelled and terminated without any cash payment being made in respect thereof. /s/ Bradley A. Feuer as Attorney-in-Fact for Michelle L. Smith 2019-08-07