0000950138-19-000456.txt : 20190807 0000950138-19-000456.hdr.sgml : 20190807 20190807174125 ACCESSION NUMBER: 0000950138-19-000456 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: SIMON IRWIN D CENTRAL INDEX KEY: 0000922748 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 191006709 MAIL ADDRESS: STREET 1: C/O THE HAIN CELESTIAL GROUP INC. STREET 2: 1111 MARCUS AVENUE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 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 0000922748 SIMON IRWIN D C/O BARNES & NOBLE, INC. 122 FIFTH AVENUE NEW YORK NY 10011 1 0 0 0 Common Stock 2019-08-07 4 D 0 19531 D 0 D 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 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 share issued pursuant to the Issuer's Amended and Restated 2009 Incentive Plan has fully vested and was converted into the right to receive $6.50 in cash. /s/ Bradley A. Feuer, as Attorney-in-Fact for Irwin D. Simon 2019-08-07