SC 13D

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

----------------------

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment ___)*

BARNES & NOBLE, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

067774109

(CUSIP Number)

Michael Glickstein

G Asset Management, LLC

546 Fifth Avenue, 14th Floor

New York NY 10036

Tel: (646) 840-5417

(Name, address and telephone number of person

authorized to receive notices and communications)

February 17, 2012

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

----------------

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 067774109 13D Page 2 of 28 Pages

1.	Names of Reporting Persons. G Asset Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 01-0927016
2.	Check the Appropriate Box if a Member of a Group (See Instructions)**
	(a)    £
	(b)    £
3.	SEC Use Only
4.	Source of Funds (See Instructions)**  AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     £
6.	Citizenship or Place of Organization  Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power  0
	8.	Shared Voting Power  3,020,175
	9.	Sole Dispositive Power  0
	10.	Shared Dispositive Power  3,020,175

11.	Aggregate Amount Beneficially Owned by Each Reporting Person  3,020,175
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)**   £
13.	Percent of Class Represented by Amount in Row (11)  5.0%
14.	Type of Reporting Person (See Instructions)** IA

** SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 067774109 13D Page 3 of 28 Pages

1.	Names of Reporting Persons. Michael Glickstein I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)**
	(a)    £
	(b)    £
3.	SEC Use Only
4.	Source of Funds (See Instructions)**  AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     £
6.	Citizenship or Place of Organization  USA

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power  0
	8.	Shared Voting Power  3,020,175
	9.	Sole Dispositive Power  0
	10.	Shared Dispositive Power  3,020,175

11.	Aggregate Amount Beneficially Owned by Each Reporting Person  3,020,175
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)**    £
13.	Percent of Class Represented by Amount in Row (11)  5.0%
14.	Type of Reporting Person (See Instructions)**  IN

** SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 067774109 13D Page 4 of 28 Pages

Item 1. Security and Issuer.

This statement relates to the common stock, $0.001 par value per share ("Common Stock") of Barnes & Noble, Inc. (“Barnes & Noble” or the "Company"). The Company's principal executive offices are located at 122 Fifth Avenue, New York, NY 10011.

Item 2. Identity and Background.

(a) This statement is filed by:

(i) G Asset Management, LLC, a Delaware limited liability company (“G Asset Management”). G Asset Management serves as the private investment manager to the following collective investment vehicles: (A) G Real Estate Partners, LP, a Delaware limited partnership (“G RE Partners”), (B) G Value Partners, LP, a Delaware limited partnership (“G Value Partners”) and (C) G Value Fund, LLC, a Delaware limited liability company (“GVF”), and also serves as private investment manager to certain managed accounts. G Asset Management additionally serves as the managing member of GVF;

and

(ii) Michael Glickstein, a United States citizen. Mr. Glickstein serves as the managing member of G Asset Management, G Real Estate Partners GP, LLC (the general partner of G RE Partners) and G Value Partners GP, LLC (the general partner of G Value Partners).

G Asset Management and Mr. Glickstein are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate parties.

(b) The business address of each of G Asset Management and Mr. Glickstein is 546 Fifth Avenue, 14th Floor, New York NY 10036.

(c) The principal business of G Asset Management is that of serving as private investment manager to certain collective investment vehicles and certain managed accounts, during the course of which it engages in the purchase and sale of various securities. Mr. Glickstein’s principal occupation is serving as managing member of G Asset Management, G Real Estate Partners GP, LLC and G Value Partners GP, LLC.

(d) None of the Reporting Persons has, during the last five years, been

convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 067774109 13D Page 5 of 28 Pages

Item 3. Source and Amount of Funds or Other Consideration.

The net investment cost (including commissions, if any) of the Common Stock as to which the Reporting Persons exercise voting or dispositive power as of the date hereof, including options over Common Stock exercisable within 60 days of the date hereof, was approximately $1,600,000. All of such funds were obtained (and the funds for future option exercises, if any, will be obtained) from the working capital of G RE Partners, G Value Partners, GVF and the private managed accounts for which the Reporting Persons have invested in Common Stock, respectively, with certain securities purchases in certain instances being made on margin pursuant to customary market terms.

Item 4. Purpose of Transaction.

The Common Stock and options over Common Stock have been acquired for investment purposes. The Reporting Persons believe the Company is substantially undervalued in its current form, and have communicated with the directors of the Company on a number of occasions to set forth their analysis of the Company’s potential worth and their proposals for unlocking additional value for shareholders, in particular their proposals that the Company execute as soon as practicable a spinoff of the NOOK business, possibly through a rights offering to current Barnes & Noble shareholders in which each Barnes & Noble shareholder would receive rights to exchange a proportion of their Barnes & Noble shares for NOOK shares, or an equity carve-out of the NOOK business. See the letters and attachments thereto appended to this statement as Exhibits 99.2, 99.3 and 99.4, including the analysis attached to Exhibit 99.4. The Reporting Persons have also been communicating with other shareholders regarding the value and potential value of the Company.

Consistent with their investment intent, the Reporting Persons may from time to time in the future discuss with the Company’s directors, management, other shareholders and others, the Company’s business, operations, performance, strategic direction, capital structure, prospects and other matters, including ways of maximizing stockholder value that may or may not include extraordinary transactions. The Reporting Persons also intend to participate in the affairs of the Company through the exercise of voting rights with respect to the holdings of Common Stock they manage.

Notwithstanding anything herein to the contrary, the Reporting Persons expect to continuously review the investments in Barnes & Noble that they manage and, depending on various factors, including but not limited to the market price of the Common Stock, the terms and conditions of potential available transactions, prevailing market conditions, liquidity and diversification objectives and such other considerations as the Reporting Persons deem relevant, may at any time or from time to time, and subject to regulatory compliance, acquire or dispose of shares of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock, on the open market, in privately negotiated transactions, directly from the Company, upon the conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for Common Stock, or otherwise.

Except as otherwise expressly described herein, no Reporting Person has any plan or proposal that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider his or its position and/or change his or its purpose and/or formulate plans or proposals with respect thereto.

CUSIP No. 067774109 13D Page 6 of 28 Pages

Item 5. Interest in Securities of the Issuer.

For each Reporting Person:

(a) Aggregate number of shares beneficially owned: 3,020,175*

Percentage: 5.0%**

(b) 1.     Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,020,175*

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,020,175*

----------------------------------------------------------------

* Consisting of 41,575 shares of Common Stock and 2,978,600 shares subject to options exercisable within 60 days of this statement.

** For purposes of calculating the percentages set forth in this statement, the number of shares of Common Stock outstanding is assumed to be 60,175,137, which is the number of shares of Common Stock referred to by the Company in its Quarterly Report on Form 10-Q for the period ended October 29, 2011. Before rounding, the percentage beneficially owned is 5.018%.

(c) The transaction dates, amounts of securities involved and the price per share or unit for all of the transactions in Common Stock or options over Common Stock effected by the Reporting Persons within the last sixty days are set forth in Schedule A to this statement, which is incorporated herein by reference. All of such transactions were effected in the open market.

(d) The collective investment vehicles and managed accounts referred to in Item 2 hereof have the right to receive any dividends from, or the proceeds from the sale of, the Common Stock owned by such vehicles and accounts, respectively.

(e) Not applicable.

Each of the Reporting Persons disclaims beneficial ownership of the Common Stock and options referred to herein, except to the extent of their respective pecuniary interests therein.

CUSIP No. 067774109 13D Page 7 of 28 Pages

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The options over Common Stock have been acquired on the open market and are subject to various customary terms governing their exercise.

Aside from the foregoing, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power over such securities.

ITEM 7. Material to be Filed as Exhibits.

Exhibit   Description

99.1 Joint filing agreement pursuant to Rule 13d-1(k)

99.2 April 5, 2011 letter from Michael Glickstein of G Asset Management, LLC to Leonard Riggio, Chairman of Barnes & Noble, Inc.

99.3 November 16, 2011 letter from Michael Glickstein of G Asset Management, LLC to the Board of Directors of Barnes & Noble, Inc.

99.4 February 17, 2011 letter from Michael Glickstein of G Asset Management, LLC to the Board of Directors of Barnes & Noble, Inc., with attachments

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 17, 2012

/s/ Michael Glickstein

------------------------------------------

Michael Glickstein, individually

G Asset Management, LLC

By: /s/ Michael Glickstein

----------------------------------------

Michael Glickstein, its managing member

CUSIP No. 067774109 13D Page 8 of 28 Pages

Schedule A

COMMON STOCK:

Date of Transaction Number of Shares Purchased/Sold [sales denoted by - sign] Price Per Share (including commissions, if any)

2011-12-16	300	15.95
2011-12-16	500	15.95
2011-12-16	200	16.05
2011-12-16	2,600	10.00
2011-12-16	20,500	16.00
2011-12-19	-2,000	16.10
2011-12-19	-1,000	16.08
2011-12-19	-2,000	15.55
2011-12-19	-1,000	15.55
2011-12-19	-1,000	15.55
2011-12-19	-1,000	15.55
2011-12-19	-1,000	15.55
2011-12-19	-1,000	15.55
2011-12-19	-1,000	15.50
2011-12-19	-1,000	15.47
2011-12-27	-1,000	14.58
2011-12-27	-1,000	14.60
2011-12-27	-1,000	14.58
2011-12-27	-1,000	14.55
2011-12-27	-1,000	14.55
2011-12-27	-1,000	14.55
2011-12-27	-1,000	14.56
2011-12-27	-1,000	14.56
2011-12-27	-1,000	14.56
2011-12-27	-1,000	14.53
2011-12-27	-1,000	14.52
2011-12-27	-1,000	14.50
2011-12-28	-1,110	14.25
2012-01-03	1,000	14.88
2012-01-03	1,000	15.02
2012-01-03	1,000	14.28
2012-01-04	300	13.57
2012-01-04	1,000	13.53
2012-01-04	1,000	13.51

CUSIP No. 067774109 13D Page 9 of 28 Pages

2012-01-04	-1,000	13.30
2012-01-05	-1,000.00	11.03
2012-01-05	-1,000.00	10.70
2012-01-05	200	10.22
2012-01-05	200	10.26
2012-01-05	400	10.26
2012-01-05	400	10.26
2012-01-05	800	10.22
2012-01-05	300	10.28
2012-01-05	600	10.25
2012-01-05	3,000	10.29
2012-01-05	3,000	10.30
2012-01-05	2,000	10.30
2012-01-05	1,000	10.21
2012-01-05	1,000	10.24
2012-01-05	1,000	10.66
2012-01-05	1,000	10.66
2012-01-05	1,000	10.66
2012-01-05	1,000	10.67
2012-01-05	1,000	10.67
2012-01-05	1,000	10.64
2012-01-06	-1,000	11.72
2012-01-06	1,000	11.19
2012-01-06	1,000	11.20
2012-01-06	1,000	11.11
2012-01-06	1,000	11.11
2012-01-06	1,000	11.05
2012-01-06	1,000	11.05
2012-01-09	-1,000	11.55
2012-01-09	-1,000	11.53
2012-01-09	-1,000	11.45
2012-01-09	-1,000	11.57
2012-01-09	-1,000	11.53
2012-01-09	-1,000	11.73
2012-01-09	-1,000	11.72
2012-01-09	-1,000	11.53
2012-01-09	-1,000	11.62
2012-01-09	-400	11.63
2012-01-09	-500	11.66
2012-01-09	-900	11.75
2012-01-09	-1,000	11.77
2012-01-09	-1,000	11.80

CUSIP No. 067774109 13D Page 10 of 28 Pages

2012-01-09	-1,000	11.71
2012-01-09	2,000	2.50
2012-01-09	1,000	2.50
2012-01-10	1,000	11.58
2012-01-10	1,000	11.56
2012-01-10	1,000	11.56
2012-01-10	1,000	11.52
2012-01-10	-1,000	11.66
2012-01-10	-1,000	11.70
2012-01-11	1,000	11.55
2012-01-13	1,000	11.29
2012-01-13	1,000	11.31
2012-01-13	1,000	11.32
2012-01-13	1,000	11.31
2012-01-13	1,000	11.31
2012-01-13	1,000	11.32
2012-01-13	1,000	11.33
2012-01-13	1,000	11.13
2012-01-13	1,000	10.94
2012-01-17	1,000	11.25
2012-01-17	1,000	11.25
2012-01-17	1,000	11.25
2012-01-17	1,000	11.23
2012-01-17	1,000	11.23
2012-01-19	-1,000	11.42
2012-01-19	-1,000	11.42
2012-01-19	-1,000	11.40
2012-01-19	-1,000	11.56
2012-01-19	-1,000	11.56
2012-01-19	-1,000	11.66
2012-01-20	1,000	11.77
2012-01-20	1,000	11.74
2012-01-20	500	11.74
2012-01-20	500	11.77
2012-01-20	2,000	9.00
2012-01-20	500	6.00
2012-01-24	204	12.11
2012-01-24	796	12.12
2012-01-24	1,000	12.13
2012-01-24	1,000	12.14
2012-01-24	-1,000	12.38
2012-01-24	-1,000	12.38

CUSIP No. 067774109 13D Page 11 of 28 Pages

2012-01-24	-267	12.40
2012-01-24	-733	12.39
2012-01-26	1,000	12.22
2012-01-26	1,000	12.16
2012-01-26	1,000	12.15
2012-01-26	1,000	12.04
2012-01-26	1,000	12.01
2012-01-26	300	12.08
2012-01-27	1,000	12.04
2012-01-27	1,000	12.02
2012-01-27	1,000	12.02
2012-01-27	1,000	11.97
2012-01-30	1,000	11.72
2012-01-30	1,000	11.72
2012-01-31	-1,000	11.88
2012-01-31	-1,000	12.16
2012-01-31	-1,000	12.12
2012-01-31	-198	12.17
2012-01-31	-2,000	12.13
2012-01-31	-100	12.12
2012-01-31	-1,000	12.09
2012-02-01	1,000	11.96
2012-02-01	1,000	11.96
2012-02-01	1,000	11.96
2012-02-01	1,000	11.96
2012-02-01	1,000	11.83
2012-02-01	1,000	11.90
2012-02-02	-1,000	11.99
2012-02-03	-1,000	12.38
2012-02-03	-1,000	12.86
2012-02-03	-1,000	12.66
2012-02-03	-200	12.64
2012-02-03	-800	12.62
2012-02-06	1,000	12.75
2012-02-06	1,000	12.76
2012-02-06	-1,000	13.10
2012-02-06	-1,000	13.10
2012-02-06	-1,000	13.19
2012-02-06	-1,000	13.20
2012-02-06	-200	13.25
2012-02-06	-1,000	13.28
2012-02-06	-1,000	13.26

CUSIP No. 067774109 13D Page 12 of 28 Pages

2012-02-07	-1,000	13.48
2012-02-07	-1,000	13.73
2012-02-07	-400	13.80
2012-02-07	-1,000	13.83
2012-02-08	1,000	13.63
2012-02-08	1,000	13.64
2012-02-08	1,000	13.57
2012-02-09	1,000	13.41
2012-02-09	1,000	13.39
2012-02-09	-200	13.45
2012-02-09	-1,000	13.41
2012-02-09	-1,000	13.40
2012-02-09	-1,000	13.37
2012-02-09	-1,000	13.41
2012-02-09	-1,000	13.40
2012-02-09	-1,000	13.47
2012-02-09	-1,000	13.46
2012-02-09	-1,000	13.40
2012-02-09	-100	13.40
2012-02-09	-1,000	13.37
2012-02-09	-1,000	13.36
2012-02-09	-1,000	13.36
2012-02-10	100	13.10
2012-02-10	1,000	13.13
2012-02-10	1,000	13.12
2012-02-10	1,000	13.10
2012-02-10	1,000	13.10
2012-02-10	100	13.20
2012-02-10	1,000	12.95
2012-02-10	1,000	12.95
2012-02-10	1,000	12.95
2012-02-10	1,000	12.97
2012-02-10	1,000	12.89
2012-02-10	1,000	12.89
2012-02-10	1,000	12.90
2012-02-10	1,000	12.82
2012-02-10	500	12.76
2012-02-10	1,000	12.77
2012-02-10	-1,000	13.19
2012-02-10	-1,000	13.18
2012-02-10	-1,000	13.28
2012-02-10	-1,000	13.29

CUSIP No. 067774109 13D Page 13 of 28 Pages

2012-02-10	-1,000	13.38
2012-02-10	-1,000	13.38
2012-02-10	-800	13.38
2012-02-10	-1,000	13.36
2012-02-10	-1,000	13.63
2012-02-10	1,000	13.05
2012-02-13	1,000	12.82
2012-02-13	1,000	12.82
2012-02-13	1,000	12.81
2012-02-13	1,000	13.13
2012-02-13	-1,000	13.38
2012-02-13	-1,000	13.38
2012-02-13	-1,000	13.38
2012-02-13	-1,000	13.39
2012-02-13	-1,000	13.42
2012-02-13	-1,000	13.48
2012-02-14	1,000	12.98
2012-02-14	1,000	13.01
2012-02-14	300	13.08
2012-02-14	-1,000	13.29
2012-02-14	-1,000	13.29
2012-02-14	-1,000	13.81
2012-02-14	-1,000	13.80
2012-02-14	-1,000	13.90
2012-02-14	-700	14.54
2012-02-14	-100	14.46
2012-02-14	-900	14.35
2012-02-15	1,000	13.92
2012-02-15	1,000	13.92
2012-02-15	1,000	14.00
2012-02-15	1,000	14.00
2012-02-15	100	14.00
2012-02-15	1,000	14.00
2012-02-16	600	13.79
2012-02-16	100	13.79
2012-02-16	200	13.79
2012-02-16	100	13.79
2012-02-16	100	13.40
2012-02-16	900	13.40
2012-02-16	300	13.37
2012-02-16	100	13.37
2012-02-16	100	13.37

CUSIP No. 067774109 13D Page 14 of 28 Pages

2012-02-16	100	13.37
2012-02-16	400	13.37
2012-02-16	200	13.37
2012-02-16	100	13.37
2012-02-16	400	13.42
2012-02-16	600	13.42
2012-02-16	200	13.41
2012-02-16	300	13.41
2012-02-16	260	13.41
2012-02-16	100	13.42
2012-02-16	140	13.42
2012-02-16	100	13.54
2012-02-16	600	13.54
2012-02-16	100	13.45
2012-02-16	200	13.45
2012-02-16	700	13.45
2012-02-16	100	13.45
2012-02-16	100	13.45
2012-02-16	100	13.45
2012-02-16	100	13.45
2012-02-16	100	13.45
2012-02-16	100	13.45
2012-02-16	400	13.45
2012-02-16	36	13.48
2012-02-16	100	13.48
2012-02-16	700	13.48
2012-02-16	164	13.48
2012-02-16	100	13.38
2012-02-16	100	13.38
2012-02-16	100	13.38
2012-02-16	100	13.38
2012-02-16	200	13.38
2012-02-16	300	13.38
2012-02-16	100	13.38
2012-02-16	300	13.36
2012-02-16	100	13.36
2012-02-16	100	13.36
2012-02-16	100	13.36
2012-02-16	200	13.36
2012-02-16	200	13.36
2012-02-16	200	13.37

CUSIP No. 067774109 13D Page 15 of 28 Pages

2012-02-16	100	13.37
2012-02-16	100	13.37
2012-02-16	200	13.37
2012-02-16	300	13.37
2012-02-16	100	13.37

OPTIONS OVER COMMON STOCK

(each option exercisable for 100 shares of Common Stock):

Date of Transaction Number of Options Purchased/Sold [sales denoted by - sign] Price Per Option (including commissions, if any)

2011-12-16	100	0.1
2011-12-16	100	0.15
2011-12-16	100	0.1
2011-12-16	100	0.05
2011-12-16	100	0.05
2011-12-16	100	0.05
2011-12-16	100	0.05
2011-12-16	100	0.05
2011-12-16	100	0.05
2011-12-19	100	0.24
2011-12-19	100	0.25
2011-12-19	100	0.25
2011-12-19	100	0.25
2011-12-27	20	1.10
2011-12-27	10	12.4
2011-12-27	10	12.4
2011-12-27	60	1.1
2011-12-27	60	0.6
2011-12-28	32	0.1
2011-12-28	30	1
2011-12-28	16	0.1
2011-12-30	30	0.1
2011-12-30	100	0.15
2011-12-30	30	0.55
2012-01-03	60	0.05
2012-01-03	30	2.5
2012-01-03	40	0.1
2012-01-03	30	2.3

CUSIP No. 067774109 13D Page 16 of 28 Pages

2012-01-05	-60	0.75
2012-01-05	60	0.20
2012-01-05	30	0.53
2012-01-05	100	0.1
2012-01-05	30	2.7
2012-01-05	20	7.85
2012-01-05	60	0.5
2012-01-05	-40	2.95
2012-01-05	-40	2.9
2012-01-05	-50	2.9
2012-01-05	-50	2.9
2012-01-05	50	1.9
2012-01-05	40	4.7
2012-01-05	20	8.2
2012-01-05	100	0.05
2012-01-05	60	0.6
2012-01-05	100	0.1
2012-01-05	100	0.05
2012-01-05	100	0.05
2012-01-05	-20	4.3
2012-01-05	30	4.7
2012-01-06	-40	0.9
2012-01-06	-30	9.2
2012-01-06	-30	2.75
2012-01-06	-60	0.9

CUSIP No. 067774109 13D Page 17 of 28 Pages

2012-01-06	-20	5.6
2012-01-06	-60	2.5
2012-01-06	-60	2.05
2012-01-06	-60	2.05
2012-01-06	100	0.5
2012-01-06	100	0.38
2012-01-06	100	0.39
2012-01-06	100	0.4
2012-01-06	100	0.4
2012-01-06	100	0.1
2012-01-09	-10	5.5
2012-01-09	-100	0.45
2012-01-09	100	0.1
2012-01-09	-10	0.8
2012-01-09	-20	0.8
2012-01-09	100	0.05
2012-01-09	100	0.05
2012-01-09	-10	5.6
2012-01-09	-10	0.8
2012-01-09	-20	2.35
2012-01-09	100	0.05
2012-01-09	-78	0.5
2012-01-09	100	0.05
2012-01-09	-22	0.5
2012-01-09	-5	5.8
2012-01-09	-20	5.7
2012-01-09	100	0.05
2012-01-10	100	0.15
2012-01-10	100	0.1
2012-01-10	100	0.1
2012-01-10	100	0.1
2012-01-10	100	0.1
2012-01-10	100	0.15
2012-01-10	50	0.15
2012-01-10	62	0.1
2012-01-10	50	0.4
2012-01-10	100	0.05
2012-01-13	100	0.2
2012-01-13	100	0.2
2012-01-13	100	0.2
2012-01-13	100	0.2
2012-01-17	100	0.45
2012-01-17	100	0.05
2012-01-17	60	1.25
2012-01-19	100	0.05
2012-01-19	100	0.09
2012-01-19	100	0.05
2012-01-19	100	0.05
2012-01-19	100	0.1
2012-01-19	100	0.1
2012-01-19	100	0.05
2012-01-20	9	0.05
2012-01-20	92	0.15
2012-01-20	60	0.05
2012-01-20	100	0.09
2012-01-24	-100	2.2
2012-01-24	32	0.05
2012-01-24	100	0.1
2012-01-24	24	0.35

CUSIP No. 067774109 13D Page 18 of 28 Pages

2012-01-24	76	0.4
2012-01-24	12	0.4
2012-01-24	5	0.7
2012-01-24	100	0.1
2012-01-24	100	0.1
2012-01-24	100	0.45
2012-01-24	100	0.45
2012-01-24	10	0.7
2012-01-26	100	0.1
2012-01-26	16	0.5
2012-01-26	50	5.69
2012-01-26	84	0.55
2012-01-26	100	0.05
2012-01-26	18	0.5
2012-01-26	100	0.05
2012-01-26	100	0.1
2012-01-26	100	0.05
2012-01-26	100	0.05
2012-01-26	100	0.05
2012-01-26	100	0.05
2012-01-26	50	0.05
2012-01-26	20	0.55
2012-01-27	100	0.05
2012-01-27	100	1.4
2012-01-27	30	3.4
2012-01-27	100	0.14
2012-01-27	100	0.12
2012-01-27	100	0.13
2012-01-27	100	0.13
2012-01-27	100	0.15
2012-01-27	100	0.15
2012-01-27	100	0.15
2012-01-27	100	0.13
2012-01-27	100	0.15
2012-01-27	100	0.15
2012-01-27	66	0.15
2012-01-30	100	0.1
2012-01-30	100	0.1
2012-01-30	100	0.1
2012-01-30	74	0.1
2012-01-30	100	1.23
2012-01-30	100	1.24

CUSIP No. 067774109 13D Page 19 of 28 Pages

2012-01-30	100	0.45
2012-01-30	100	0.45
2012-01-30	30	0.45
2012-01-30	100	0.1
2012-01-31	25	0.1
2012-01-31	100	0.3
2012-01-31	100	0.3
2012-01-31	100	0.1
2012-02-01	25	0.1
2012-02-01	50	0.1
2012-02-01	25	0.2
2012-02-02	30	0.1
2012-02-02	27	0.1
2012-02-02	100	0.1
2012-02-02	100	0.1
2012-02-02	100	0.1
2012-02-02	100	0.1
2012-02-02	100	0.1
2012-02-02	100	0.1
2012-02-02	77	0.1
2012-02-02	100	0.2
2012-02-02	40	4.6
2012-02-03	6	0.05
2012-02-03	54	0.1
2012-02-03	94	0.1
2012-02-03	46	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	100	0.15
2012-02-03	25	0.15
2012-02-03	100	0.3
2012-02-03	100	0.3
2012-02-03	100	0.15
2012-02-06	100	0.24
2012-02-06	100	0.2
2012-02-06	100	0.2
2012-02-06	100	0.2

CUSIP No. 067774109 13D Page 20 of 28 Pages

2012-02-06	100	0.15
2012-02-06	2	0.15
2012-02-06	-100	1.2
2012-02-06	-100	1.2
2012-02-06	100	0.65
2012-02-06	50	0.2
2012-02-06	100	5.7
2012-02-06	100	5.7
2012-02-06	100	0.25
2012-02-06	100	0.25
2012-02-06	100	0.25
2012-02-06	100	0.25
2012-02-06	100	0.35
2012-02-06	100	0.35
2012-02-06	100	0.2
2012-02-06	100	0.2
2012-02-06	27	0.2
2012-02-06	100	0.85
2012-02-06	8	0.5
2012-02-06	100	0.1
2012-02-06	30	1.2
2012-02-06	100	0.05
2012-02-06	100	0.05
2012-02-06	89	0.05
2012-02-06	73	0.25
2012-02-06	100	0.05
2012-02-06	83	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.25
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	100	0.05
2012-02-07	17	0.05
2012-02-07	100	0.05

CUSIP No. 067774109 13D Page 21 of 28 Pages

2012-02-07	59	0.05
2012-02-08	75	0.05
2012-02-08	72	0.1
2012-02-08	100	0.05
2012-02-08	5	0.05
2012-02-08	100	0.05
2012-02-08	85	0.05
2012-02-08	100	0.05
2012-02-08	100	0.05
2012-02-08	100	0.05
2012-02-08	100	0.05
2012-02-08	100	0.05
2012-02-08	53	0.05
2012-02-08	100	0.05
2012-02-08	100	0.05
2012-02-08	41	0.25
2012-02-08	100	0.05
2012-02-08	100	0.05
2012-02-08	55	0.05
2012-02-09	100	0.51
2012-02-09	22	0.2
2012-02-09	100	0.1
2012-02-09	100	0.1
2012-02-09	100	0.1
2012-02-09	100	0.1
2012-02-09	100	0.1
2012-02-09	90	0.1
2012-02-09	100	0.05
2012-02-09	100	0.05
2012-02-09	100	0.05
2012-02-09	35	0.05
2012-02-09	100	0.3
2012-02-09	100	0.3
2012-02-09	100	0.3
2012-02-09	100	0.5
2012-02-09	100	0.05
2012-02-09	5	6.7
2012-02-09	95	6.8
2012-02-09	100	3.5
2012-02-09	100	0.05
2012-02-09	15	0.05
2012-02-09	100	2.35

CUSIP No. 067774109 13D Page 22 of 28 Pages

2012-02-09	100	1.5
2012-02-09	13	1.5
2012-02-09	-30	1.05
2012-02-09	-15	1.05
2012-02-09	100	0.05
2012-02-09	100	2.55
2012-02-09	100	0.05
2012-02-09	55	0.05
2012-02-09	34	0.1
2012-02-09	100	0.25
2012-02-09	100	0.25
2012-02-09	100	0.3
2012-02-09	13	0.3
2012-02-09	100	0.25
2012-02-09	100	0.1
2012-02-09	77	0.1
2012-02-09	100	0.35
2012-02-10	100	3.3
2012-02-10	100	0.55
2012-02-10	100	0.6
2012-02-10	100	2.1
2012-02-10	80	1.35
2012-02-10	25	0.05
2012-02-10	100	0.4
2012-02-10	50	0.05
2012-02-10	100	0.35
2012-02-10	100	0.35
2012-02-10	100	0.35
2012-02-10	100	0.35
2012-02-10	6	0.35
2012-02-10	100	0.3
2012-02-10	52	0.05
2012-02-10	100	0.05
2012-02-10	60	0.05
2012-02-10	52	0.05
2012-02-10	100	0.35
2012-02-10	100	0.35
2012-02-10	100	0.05
2012-02-10	100	0.05
2012-02-10	100	0.05
2012-02-10	100	0.05
2012-02-10	100	0.05

CUSIP No. 067774109 13D Page 23 of 28 Pages

2012-02-10	100	0.05
2012-02-13	100	0.40
2012-02-13	10	0.15
2012-02-13	30	1.2
2012-02-13	100	0.05
2012-02-13	30	0.5
2012-02-13	5	0.2
2012-02-13	27	0.2
2012-02-13	100	0.05
2012-02-13	100	0.05
2012-02-13	95	0.25
2012-02-13	100	0.4
2012-02-13	55	0.05
2012-02-13	27	0.2
2012-02-13	100	0.25
2012-02-13	100	0.4
2012-02-13	100	0.4
2012-02-13	47	0.25
2012-02-13	100	0.05
2012-02-13	100	0.25
2012-02-13	50	0.05
2012-02-13	100	0.3
2012-02-13	100	0.3
2012-02-13	100	0.3
2012-02-13	100	0.3
2012-02-13	100	0.3
2012-02-13	100	0.4
2012-02-13	5	0.05
2012-02-13	100	3.3
2012-02-13	5	3.3
2012-02-13	100	0.45
2012-02-13	100	0.45
2012-02-13	100	0.4
2012-02-13	100	0.4
2012-02-13	100	0.4
2012-02-13	100	0.45
2012-02-13	100	0.45
2012-02-13	43	0.3
2012-02-13	94	0.05
2012-02-13	100	0.05
2012-02-13	100	0.44
2012-02-13	85	0.4

CUSIP No. 067774109 13D Page 24 of 28 Pages

2012-02-13	100	0.45
2012-02-13	100	0.45
2012-02-13	100	1.6
2012-02-13	10	0.1
2012-02-13	36	0.1
2012-02-13	100	0.3
2012-02-13	32	0.3
2012-02-13	100	0.45
2012-02-13	49	0.1
2012-02-14	26	0.1
2012-02-14	25	0.05
2012-02-14	25	0.05
2012-02-14	25	0.05
2012-02-14	5	0.25
2012-02-14	22	0.05
2012-02-14	100	0.05
2012-02-14	100	0.25
2012-02-14	100	0.25
2012-02-14	65	0.25
2012-02-14	100	1.1
2012-02-14	100	1
2012-02-14	100	0.4
2012-02-14	70	0.4
2012-02-14	100	0.5
2012-02-14	100	0.1
2012-02-14	93	0.1
2012-02-14	100	0.05
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	2	0.55
2012-02-14	100	0.1
2012-02-14	10	0.05
2012-02-14	22	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	10	0.05
2012-02-14	98	0.65
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1

CUSIP No. 067774109 13D Page 25 of 28 Pages

2012-02-14	10	0.05
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	-100	0.55
2012-02-14	1,000	0.1
2012-02-14	-100	0.9
2012-02-14	-100	1
2012-02-14	-40	0.4
2012-02-14	-60	3.8
2012-02-14	-20	4
2012-02-14	-100	0.5
2012-02-14	-100	3
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-14	-100	0.5
2012-02-14	-100	0.55
2012-02-14	-50	0.95
2012-02-14	-50	0.9
2012-02-14	-100	0.95
2012-02-14	100	0.1

CUSIP No. 067774109 13D Page 26 of 28 Pages

2012-02-14	-100	0.65
2012-02-14	-100	1.4
2012-02-14	-100	0.6
2012-02-14	-100	0.5
2012-02-14	100	0.1
2012-02-14	-20	0.5
2012-02-14	100	0.1
2012-02-14	-100	0.7
2012-02-14	100	0.1
2012-02-14	-100	0.65
2012-02-14	100	0.1
2012-02-14	100	0.1
2012-02-15	100	0.35
2012-02-15	60	1.30
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	-100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.35
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	81	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	100	0.05
2012-02-15	-100	0.25
2012-02-15	-100	0.25
2012-02-15	-100	0.15
2012-02-15	-100	0.25
2012-02-16	3	0.05
2012-02-16	97	0.05
2012-02-16	100	0.10
2012-02-16	100	0.25
2012-02-16	30	1.60
2012-02-16	9	0.15
2012-02-16	91	0.15
2012-02-16	16	0.2
2012-02-16	84	0.2
2012-02-16	100	0.3
2012-02-16	10	0.15
2012-02-16	15	0.15
2012-02-16	5	0.15
2012-02-16	5	0.15
2012-02-16	75	0.15
2012-02-16	5	0.25
2012-02-16	5	0.25

CUSIP No. 067774109 13D Page 27 of 28 Pages

2012-02-16	2	0.1
2012-02-16	11	0.1
2012-02-16	1	0.1
2012-02-16	10	0.1
2012-02-16	11	0.1
2012-02-16	10	0.1
2012-02-16	20	0.1
2012-02-16	1	0.1
2012-02-16	13	0.1
2012-02-16	11	0.1
2012-02-16	10	0.1
2012-02-16	1	0.1
2012-02-16	1	0.1
2012-02-16	1	0.1
2012-02-16	2	0.1
2012-02-16	5	0.1
2012-02-16	2	0.1
2012-02-16	88	0.1
2012-02-16	2	0.2
2012-02-16	15	0.2
2012-02-16	83	0.2
2012-02-16	10	0.35
2012-02-16	10	0.35
2012-02-16	10	0.35
2012-02-16	5	0.35
2012-02-16	5	0.1
2012-02-16	5	0.1
2012-02-16	5	0.1
2012-02-16	10	0.25
2012-02-16	12	0.3
2012-02-16	8	0.3
2012-02-16	60	0.3
2012-02-16	100	0.3
2012-02-16	2	0.1
2012-02-16	5	0.1
2012-02-16	85	0.15
2012-02-16	9	0.1
2012-02-16	5	0.1
2012-02-16	5	0.1
2012-02-16	5	0.1
2012-02-16	26	0.1
2012-02-16	100	0.7

 

CUSIP No. 067774109 13D Page 28 of 28 Pages

2012-02-16	2	0.1
2012-02-16	16	0.1
2012-02-16	1	0.1
2012-02-16	28	0.1
2012-02-16	24	0.1
2012-02-16	1	0.1
2012-02-16	16	0.1
2012-02-16	12	0.1
2012-02-16	10	0.1
2012-02-16	11	0.1
2012-02-16	21	0.1
2012-02-16	11	0.1
2012-02-16	10	0.1
2012-02-16	37	0.1
2012-02-16	1	0.1
2012-02-16	1	0.1
2012-02-16	1	0.1
2012-02-16	2	0.1
2012-02-16	4	0.1
2012-02-16	5	0.1
2012-02-16	20	0.1
2012-02-16	6	0.1
2012-02-16	12	0.1
2012-02-16	12	0.1
2012-02-16	12	0.1
2012-02-16	38	0.1
2012-02-16	100	0.2
2012-02-16	2	0.05
2012-02-16	1	0.05
2012-02-16	10	0.05
2012-02-16	1	0.05
2012-02-16	1	0.05
2012-02-16	18	0.05
2012-02-16	11	0.05
2012-02-16	1	0.05
2012-02-16	18	0.05
2012-02-16	12	0.05
2012-02-16	10	0.05
2012-02-16	15	0.05
2012-02-16	10	0.05
2012-02-16	1	0.05
2012-02-16	1	0.05
2012-02-16	1	0.05
2012-02-16	13	0.05

EX-99.1

 

EXHIBIT 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)

The undersigned agree that each person on whose behalf the foregoing statement on Schedule 13D is filed is individually eligible to use Schedule 13D to file the foregoing information, that the foregoing statement on Schedule 13D is filed on behalf of each such person and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each such person without the necessity of filing additional joint filing agreements.  The undersigned agree that each of them is responsible for the timely filing of the foregoing statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but that he or it is not responsible for the completeness or accuracy of the information concerning the others making the filing, except to the extent he or it knows or has reason to believe that such information is inaccurate.

DATED: February 17, 2012

/s/ Michael Glickstein

------------------------------------------

Michael Glickstein, individually

G Asset Management, LLC

By: /s/ Michael Glickstein

----------------------------------------

Michael Glickstein, its managing member

EX-99.2

EXHIBIT 99.2

ASSET MANAGEMENT

G Asset Management, LLC

546 Fifth Avenue – 14th Floor

New York, NY 10036

(646) 840-5417

April 5, 2011

Mr. Leonard Riggio

Chairman

Barnes & Noble, Inc.

P.O. Box 111

Lyndhurst, NJ 07071

Dear Mr. Riggio:

We are shareholders of Barnes & Noble, Inc. (“BKS” or “the Company”), and are expressing are belief that the company has material value, that is not recognized by the share price.

The current configuration of the Company presents a valuation blind spot for most investors. After conducting extensive research of the Company by our team, we believe that splitting the Company into three separate businesses would be beneficial to the stock price because it will help investors allocate capital to the Barnes & Noble segment that meets their needs. While we do not believe this idea is novel, we do think it is important to take action now before further investor pessimism erodes shareholder value.

The extensive empirical data on the outperformance of spin-offs is well documented. Equity investors are often structured to cover industries vertically, meaning different groups of investors would like to buy into the different opportunities the three segments represent. For example, a “pure play e-reader/technology story”, a secular growth story in the college bookstore division, or a capital cycle store in the retail books business, that may benefit from a decline in competition in the brick and mortar business, leading to increased market share and lower leasing rates on renewals.

We believe separating the Nook and e-reading business from the other business would only serve as a minor challenge. An equity carve out, where the parent still has majority control of the business can be used since management may benefit from staying interrelated. In this situation, the actual sales of the devices can be booked at the super store level, and the e-reading business and online business can be part of the e-reader pure play carved out business. Kobo considers itself a pure play e-reading business, but yet it can only be purchased by a public equity investor through purchasing Indigo Books and Music, another brick and mortar retailer from Canada. This is why the pure play would have substantial value to investors, we believe.

We respectfully acknowledge your expertise and that of the Board of Directors and management, so we desire to pursue this effort in collaboration. We recognize that other investors have approached the Company in the past and we aim to be constructive in a process that is in our mutual interest.

Our group would welcome the opportunity to discuss this and to share our more detailed analysis. We would appreciate you contacting us at your earliest convenience to arrange a meeting.

Regards,

Confidential

ASSET MANAGEMENT

/s/ Michael Glickstein

Michael Glickstein

President

G Asset Management,LLC

(646) 840-5417 (Office)

michael.glickstein@gassetmgmt.com

EX-99.3

EXHIBIT 99.3

G Asset Management, LLC5 546 Fifth Avenue – 14th Floor New York, NY 10036 (646) 840-5417 Confidential November 16, 2011

November 16, 2011

Board of Directors

Barnes & Noble, Inc.

P.O. Box 111

Lyndhurst, NJ 07071

Mr. Leonard Riggio	Mr. Stephen Riggio	Mr. George Campbell Jr.
Mr. Mark D. Carleton	Mr. William Dillard, II	Mr. David G. Golden
Ms. Patricia L. Higgins	Mr. Gregory B. Maffei	Ms. Irene R. Miller
Ms. Margaret T. Monaco	Mr. David A. Wilson

Dear Sirs & Madams:

We are shareholders of Barnes & Noble, Inc. (“BKS” or “the Company”) and are writing to express our belief that the Company has material value that is not recognized by the share price.

As we respectfully acknowledge the expertise of the Board of Directors and management, we desire to pursue this effort in collaboration. After conducting extensive research of the Company, we believe that formally splitting the Company into three separate businesses would be beneficial to the share price, in both the near and long-term, because it will help investors allocate capital to the particular BKS segment that meets their needs. While we do not believe this idea is novel, we do think it is important to take action now with a spin-off of the e-reading business designed to take advantage of current high valuations of technology firms that support substantial value creation from an e-reading “pure-play”.

On April 5, 2011 we wrote to Mr. Riggio expressing our belief that the current configuration of the Company presents a valuation blind spot for most investors. Equity investors are often structured to cover industries vertically, meaning, with respect to BKS, different groups of investors would like, if possible, to buy into the different opportunities the three segments represent. For example, technology and/or growth investors could choose from a “pure-play e-reader/technology story,” a secular growth story in the college bookstore division, or a capital cycle opportunity in the retail books business that may benefit from a decline in competition in the brick and mortar business. In addition, the fact that Messrs. Riggio, Malone and Dillard have all previously announced or completed successful spin-offs in their respective careers gives us further confidence that the right leadership is in place to effectively execute this strategy.

We were pleased with Liberty Media’s May 2011 offer for the Company, which we believe recognized the value inherent in the businesses. However, following the preferred shares transaction the common shares are now 27% below* their June high of $21.06, despite sales in the e-reading business projected to more than double to $1.8 billion over the next 12 months.

_____________________________

*Source: Yahoo Finance as of 11/14/2011 and G Asset Management. Confidential

G Asset Management, LLC5 546 Fifth Avenue – 14th Floor New York, NY 10036 (646) 840-5417 Confidential November 16, 2011

While valuations in the world of bricks and mortar books stores could not be worse, tech valuations are robust, reaching levels reminiscent of the late ’90s. For example, consider a few recent tech IPOs: Zillow currently trades at an 8.3x forward price/sales multiple, LinkedIn at 8.7x, and Pandora at 4.7x, based upon consensus estimates of forward sales.* Zillow and Pandora are not yet profitable, while LinkedIn is approaching break-even. More established technology companies like Amazon and Microsoft, trade at 1.5x and 2.8x forward price/sales multiples, respectively.* Applying the average forward price/sales multiples of these two firms (2.1x) to the projected sales of the e-reader business, that would imply a valuation of $3.8 billion or more than four times the current market capitalization of BKS, while assigning no value to the other two businesses. Moreover, this valuation does not account for the tremendous growth of the e-reader suggests that higher multiples may be warranted. The three current tech market darlings, LinkedIn, and Pandora, have all had over 100% annual revenue growth, which is comparable projected growth of the e-reader business. If we take the average forward price/sales from Zillow, LinkedIn, and Pandora of 7.3x, that would imply a valuation of approximately billion (i.e., $218 per share, or over 1,300% upside from the current stock price*) for business alone. We are not saying that this extreme valuation will be achieved, but this least suggests that it is an appropriate time to take action to announce a spin-off.

Rakuten’s recent purchase of Kobo from Indigo Books and Music, the largest brick and mortar retailer in Canada, for $315 million highlights the demand for this high growth segment. Kobo is a pure-play on the e-reading business, but investors cannot invest in Kobo directly; instead they must purchase shares of Rakuten. As a diversified Japanese e-commerce company, Rakuten is hardly an e-reader pure play and the $315 million investment in Kobo represents only 2% of Rakuten’s $15.7 billion market capitalization. It is our belief that the first and only e-reader pure-play would have substantial value to investors, who currently have few other avenues to invest in this theme.

We believe separating the Nook and e-reading business from the other businesses is feasible. An equity carve-out, where the parent still has majority control of the business, can be used since management may benefit from staying interrelated. In this situation, the actual sales of the devices can be booked at the superstore level, and the e-reading business and online business can be part of the e-reader pure-play carved-out business.

We are hopeful and believe that we may be “preaching to the choir” on this topic as Mr. Riggio has a track record of effectively maximizing shareholder value at appropriate times. The 2004 spin-off of GameStop is one example of this, with BKS shareholders benefitting as an independent GameStop outperformed the S&P by 108% over the two-year period from 11/12/04 to 11/12/06. BKS previously took advantage of high technology valuation in March of 1999, when it conducted an IPO for Bn.com (BNBN) and raised ~$518 million, another example of Mr. Riggio creating shareholder value by understanding the capital markets. Similarly, if BKS pursued the spin-off strategy for the Nook/e-reader business, we believe it would effectively realize the value for current shareholders based on the broader market’s desire for a tech company with real growth potential. Separately, Mr. Malone has effectively used spin-offs and rights offerings to maximize value for shareholders and Mr. Maffei is well versed in these strategies. Mr. Dillard’s company also proposed to spin-off the real estate holdings at Dillard’s into a separate REIT earlier this year, a move we believe shows a commitment to unlocking value and highlights further board experience in this area.

In a May 2003 interview Mr. Maffei highlighted the reasons why spin-offs make sense. When discussing Liberty Global and Discovery, Mr. Maffei explained:

“… [The spinoffs] put crisper focus on the assets and let investors choose which of those assets they want to hold. Now you've got the same thing happening with Liberty Interactive. We have a set of focused video commerce and e-commerce businesses that are attractive and probably not being fully valued inside Liberty.”

 _____________________________

*Source: Yahoo Finance as of 11/14/2011 and G Asset Management. Confidential

2

G Asset Management, LLC5 546 Fifth Avenue – 14th Floor New York, NY 10036 (646) 840-5417 Confidential November 16, 2011

We recognize that other investors have approached the Company in the past and we aim to be constructive in a process that is in our mutual interest. We are aware that your focus is likely on the holiday selling season as well as the search for a new CFO. That being said, we believe that a spin-off or equity carve-out announcement could actually help attract the best, and most appropriate, talent to the respective potential standalone ventures.

Regards,

/s/ Michael Glickstein

Michael Glickstein

President

G Asset Management, LLC (

646) 840-5417 (Office)

michael.glickstein@gassetmgmt.com

3

G Asset Management, LLC5 546 Fifth Avenue – 14th Floor New York, NY 10036 (646) 840-5417 Confidential November 16, 2011

CC: Leonard Riggio		Patricia L. Higgins
Barnes & Noble, Inc.		Switch and Data Facilities Inc.
122 Fifth Avenue		250 Williams Street
New York, NY 10011		Atlanta, Georgia 30303
Phone: 212-414-6000		Phone: 404-302-9700
Stephen Riggio		Gregory B. Maffei
Barnes & Noble, Inc.		Liberty Media Corporation
122 Fifth Avenue		12300 Liberty Boulevard
New York, NY 10011		Englewood, Colorado 80112
Phone: 212-414-6000		Phone: 720-875-5400
George Campbell Jr.		Irene R. Miller
The Cooper Union for the Advancement		Akim, Inc.
of Science and Art		516 West 34th Street
30 Cooper Sq Fl 7		New York, New York 10001
New York, New York 10003-7120		Phone: 212-594-1850
Phone: 212-254-6300
		Margaret T. Monaco
Mark D. Carleton		Probus Advisors
Liberty Media Corporation		83 Devon Road
12300 Liberty Boulevard		Essex Fells, New Jersey 07021
Englewood, Colorado 80112
Phone: 720-875-5400		David A. Wilson
		Graduate Management Admission
William Dillard, II		Council
Dillardfs,	Inc.	11921 Freedom Drive, Suite 300
1600 Cantrell Road		Reston, VA 20190
Little Rock, Arkansas 72201		Phone: 703-668-9600
Phone: 501-376-5200
David G. Golden
Revolution LLC
1717 Rhode Island Avenue North West
Washington, District Of Columbia
20036-3023
Phone: 202-776-1400

Confidential

4

EX-99.4 5 v303094_ex99-4.htm EXHIBIT 99.4

EXHIBIT 99.4 

G Asset Management, LLC 546 Fifth Avenue –14^th Floor New York, NY 10036 (646) 840-5417  

 

February 17, 2012

Members of the Board of Directors

Barnes & Noble, Inc.

P.O. Box 111

Lyndhurst, NJ 07071

Dear Members of the Board of Directors:

We are writing to reiterate our belief that taking strategic action to spin-off the Nook business would create substantial value for shareholders. We have communicated previously with you and with Chairman Riggio on this subject (our letters of April 5, 2011 and November 16, 2011 are attached).

We believe BKS should take strategic action as soon as practicable to unlock the value of the NOOK business and BKS as a whole. As shown in the attached summary of our analysis, we believe that very substantial shareholder value could be created by moving forward and executing a spinoff of the NOOK business. Furthermore, we believe that a spinoff by way of a rights offering in which each BKS shareholder would receive rights to exchange a proportion of their BKS shares for NOOK shares could create meaningful upside for both the NOOK and the parent firm.

While we were pleased to see the Company announce on January 5 of this year that it had decided “to pursue strategic exploratory work to separate the NOOK business,” we are concerned that there is no timetable for review and that the Company has said that it may decide not to take any action. We believe that BKS both can and should act without delay to reduce the risk that changes in technology and/or a reduction in current favorable high growth tech company valuations may occur. There is no assurance the same opportunity will be present down the line.

We are encouraged by management’s ability to improve results in a challenging industry environment and its ability to adapt and find new opportunities for growth. We have great confidence in the Board’s ability to take the steps needed to unlock the value of the NOOK business. Our attached November 16 letter notes the track record in successful spin-offs of Mr. Riggio and Dr. Malone’s Liberty Media.

We look forward to the Board’s consideration of this analysis and the taking of appropriate action as soon as practicable.

Regards,

/s/

Michael Glickstein

President

G Asset Management, LLC

(646) 840-5417 (Office)

michael.glickstein@gassetmgmt.com

1

G Asset Management, LLC 546 Fifth Avenue –14^th Floor New York, NY 10036 (646) 840-5417  

 

Enclosures:

1. BKS Analysis Summary

2. G Asset Management April 5, 2011 letter to Chairman Leonard Riggio

3. G Asset Management November 16, 2011 letter to Board of Directors

CC: Members of the Board of Directors

2

G Asset Management, LLC | 546 Fifth Avenue (45 th ) | 14 th Floor | New York, New York, NY 10036 | (646) 840 - 5418 | info@gassetmgmt.com Barnes & Noble

The analyses and conclusions of G Asset Management, LLC and/or its affiliates contained in this presentation are based on publicly available information and have been developed independently of the companies discussed and of other third parties . G Asset Management and/or its affiliates recognizes that there may be confidential information in the possession of the companies discussed in the presentation that could lead these companies to disagree with G Asset Management ’ s and/or its affiliates conclusions . This presentation and the information contained herein is not a recommendation or solicitation to buy or sell any securities . The analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the companies, access to capital markets and the values of assets and liabilities . Such statements, estimates, and projections reflect various assumptions by G Asset Management and/or its affiliates concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes . No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein . Actual results may vary materially from the estimates and projected results contained herein . Funds managed by G Asset Management and/or its affiliates have invested in common stock of Barnes & Noble, Inc . ( “ BKS ” ) and/or related securities . G Asset Management and/or its affiliates manages fund/s that are in the business of trading – buying and selling – securities and financial instruments . It is possible that there will be developments in the future that cause G Asset Management and/or its affiliates to change its position regarding BKS . G Asset Management and/or its affiliates may buy, sell, cover or otherwise change the form of its investment in BKS for any reason and at any time . G Asset Management and/or its affiliates hereby disclaim any duty to provide any updates or changes to the analyses contained here including, without limitation, the manner or type of any G Asset Management and/or its affiliates investment . Disclaimer 2

Barnes & Noble Overview Company Description 57.6% 22.9% 19.6% FY 2012E Sales 4 Retail College NOOK Only 20% of revenue is from technology but we estimate that almost 70% of the value comes from this business in our sum - of - the - parts analysis Recent Volatility Creates an Opportunity Stock Price $13.06 Shares Outstanding( Diluted) 2 60.2M Market Capital $758.3M Enterprise Value $1.16B Price/Sales 0.11x Price/Book 1.01x Enterprise Value/Revenue 0.17x Enterprise Value/EBITDA 6.33x Beta 0.98 Total Cash $23.6M Total Debt $424.9M Book Value Per Share $13.27 Short as % of Float 60.3% Overview Statistics 1 Liberty Media made offer at $17 per share Indigo Books sells e - reader business at a multiple that suggests NOOK is worth in excess of $3 billion 3 Announcement of lowered revenue and earnings guidance and exploration of strategic alternatives for NOOK Liberty Media convertible preferred shares are issued, with a $17 conversion price Earnings miss and elimination of the dividend as BKS transitions to a growth company Barnes & Noble, Inc. (NYSE: BKS) operates as a content, commerce, and technology company, and provides access to books, magazines, newspapers, and other content through its multi - channel distribution platform: B&N Retail This segment includes 703 bookstores as of October 29, 2011, primarily under the Barnes & Noble Booksellers trade name. B&N College This segment includes 637 stores as of October 29, 2011 that are primarily school - owned stores operated under contract by B&N College. B&N.com This segment includes the Company ’ s online business, eCommerce site, eBookstore and digital newsstand. Additionally, this segment includes the development and support of the Company ’ s NOOK product offering. 2/1/2011 – 1/20/12 3 1. As of 2/12/2012 2. BKS FY2011 Q2 10Q, does not include Liberty Media ’ s convertible preferred equity, convertible into 12M common shares 3. Indigo Books and Music sold its Kobo e - reader to Japanese media company Rakutan for $315M in Nov. 2011, a P/S multiple of 3.5x b ased on trailing FY2011 Kobo sales (Source: Indigo Books Annual Report FY2011, Indigo Book Press Release 11/8/12), 4. G Asset Management estimates. Source: BKS 2011 10K, CNET, Indigo Books Annual Report FY2011, Indigo Book Press Release 11/8/12, Yahoo Finance and G Asset M ana gement estimates.

Strategic Options to Unlock Value We believe that BKS in its current form represents a valuation blind spot for investors. Negative sentiment from the media, t he sell - side and the short sellers create an enormous disconnect between price and value. We believe massive upside exists and could be realized if strategic options are taken to force the market to value the BKS businesses separately. In millions • Break - Up Value: A sum - of - the - parts analysis suggests that the firm could be worth $71 2 per share, or 450% greater than its current market capitalization, if the market were forced to value the businesses separately. • Rights Offering to Unlock Value: We believe a rights offering that effects a spin - off of the NOOK to current BKS shareholders is the most powerful way to unlock value. This is an action the Board can move forward with now. Our base case suggests 800% ($116 per share) upside for shareholders who convert to the NOOK and over 230% ($42 per share) upside for those who choose to stay in the traditional Retail and College businesses. 3 • Key Players : We believe the four well - known investors (Riggio, Burkle, Malone, and Tisch) who own significant positions in BKS recognize the substantial upside and limited downside for the shares. • We are recommending a rights offering, similar to John Malone ’ s previous spin - off of Liberty Media from Telecommunications, Inc ( “ TCI ” ) in 1990, a transaction where Malone ’ s interest in Liberty increased from $50M to $500M in two years, making him and the investors that did their homework 10x their money over a two - year period. 1. Closing price of $13.06 as of 2/12/12 2. Our base case scenario: NOOK valued based on a 3.5x trailing price to sales multiple for the Kobo (Source: Indigo Books Annua l R eport FY2011, Indigo Book Press Release 11/8/12), applied to $880M of trailing NOOK sales including content and hardware; Retail and College valued at a 4.4x EV/EBITDA forward multiple, based on projected FY20 12E EBITDA. We attributed an equal amount of preferred equity and net debt to each segment, based on 60.2M shares outstanding as of last 10 - Q (12/8/11). For simplicity, assumes the Liberty Preferred Equity is no t converted, if Liberty converts, BKS is worth $62, an upside of 375% 3. Assumes 50% of rights are exercised, and both BKS parent and NOOK trade to our base case valuation, see “ Rights Offering ” section for additional details, assumes Liberty does not convert Source: Yahoo Finance, BKS 2Q FY2011, and G Asset Management estimates. Unlocking Value: Valuing the Businesses Independently TCI/Liberty Case Study Supports Rights Offering NOOK College Retail Total Market Cap (2/12/12) 2 4 Assuming a conservative mature retailer multiple applied to college and retail of 3x EV/EBITDA, an investor would be getting the NOOK business for free at current valuation levels. 1

Source: Yahoo Finance, BKS 2Q FY2011, and G Asset Management estimates. Rights Offering – Proposal - Base Case • Each BKS shareholder would receive 1 NOOK right for every 10 shares of BKS they own, and each right would allow the sharehold er to trade 5 BKS shares for 1 NOOK share – a structure similar to John Malone ’ s TCI / Liberty rights offering. • For simplicity, assumes Liberty Media convertible preferred is not converted. • In our base case scenario, we assume 50% of current shareholders exercise their rights to convert shares to the NOOK and 50% sta y with the Retail and College book store (parent) business. Any common stock that is not sold in the rights offering is replaced by preferred stock owned by the BKS parent. The preferred stock carries an interest rate of 5%, but no cash payments are required for the first 15 years. • We assume the NOOK valuation is at $2.35B, a 20% discount to the $2.9B base case valuation using the Kobo valuation on traili ng numbers of 3.5x P/S on $880M of trailing NOOK sales, and that the NOOK trades to the base case valuation of $2.9B. • In this scenario, NOOK investors that exercise would make 9.0x their money and have an equivalent $116 per share of value, as sum ing the debt is split evenly among the three businesses. • We assume that Investors who stay with BKS would achieve our base case valuation of ~$42 per share (3.3x equity multiple) or ~$ 23 per share if the NOOK preferred equity is assumed to have no value. A rights o ffering to spin - off the NOOK business is an actionable way to achieve extreme upside at this time. We believe NOOK investors would make 9x their equity, or over $116 per share and investors who choose the profitable parent company could make 3.3x their equity, or over $42 per share, in our base case. Base Case NOOK BKS Parent In 000 ’ s, except per share % of Shareholders Who Exercise Rights 50% Value at Spin Off: Value Assigned to Nook at Rights Offering $2,345,881 Less: NOOK Preferred Equity ($1,172,940) Nook Common Equity $1,172,940 Estimated Market Valuation: Projected Market Value of Independent Nook $2,932,351 Less: NOOK Preferred Equity ($1,172,940) $1,172,940 Nook Common Equity $1,759,410 Retail & College Common Equity $1,384,405 Projected Equity Value $1,759,410 $2,557,345 Equity Multiple 9.0x 3.3x Share Price Equivalent $116.95 $42.50 5

Risks and Mitigants Risks Mitigants Management takes no action to unlock NOOK ’ s value; public markets and strategic buyers lower the multiples they are willing to pay for high growth technology firms • Communication by shareholders to BKS of embedded value in the NOOK and the rights offering as a controllable means to taking strategic action at this time. • Take action to unlock value in the near - term. The Retail business is not viable due to continued decline of traditional book sales and the substantial fixed costs to operate the stores • Decrease in competition from Borders and independent bookstores will allow BKS to grow market share and reduce rent expenses. • Growth in non - traditional segments such as toys and games, which grew 30% over the recent holiday period, on top of a 48% increase last year. 1 Competition in the in e - book market • Leveraging relationships with publishers concerned about Amazon ’ s control of the e - book market. • Spending now to grab market share and create “ sticky ” customers that provide high growth and profitable content revenue streams. BKS has a negative margin on their hardware sales • BKS has improved margins on NOOK hardware through creating efficiencies in its supply chain. • We estimate positive gross margins on hardware next year. BKS continues to have negative earnings due to the significant investment in marketing and sales to build NOOK market share • Get credit for these investments by allowing analysts, investors, and strategic acquirers who value revenue growth to value the NOOK separately, rather than retail analysts focused on cash flow and EBITDA. Company runs out of capital to finance the NOOK business • BKS has the ability to borrow up to $700M more on its current $1B line of credit. 2 • A separate NOOK business could tap the public debt and equity capital markets to raise funds to continue investment. Possible difficulty for top holders with strong opinions to agree on a value - creating proposal • A rights offering that would allow investors to choose which sector they wanted to own. • Increase in independent board members as a result of the Liberty transaction has positive corporate governance implications. 6 1. BKS Press Release, 1/5/12 2. BKS 2Q FY 2011 10Q Source: Research, BKS Press Release and G Asset Management estimates.

Base Case (USD in million) FY2011 FY2012(E) FY2013(E) Sales 4,364 4,364 4,364 % y/y growth 0% 0% Cost of sales & occupancy 3,030 3,055 3,055 Less: Decrease in Occ. Costs 0 11 20 Gross profit 1,334 1,320 1,329 Gross profit as % of sales 30.6% 30.3% 30.5% Selling & administrative expenses 1,066 1,044 1,044 EBITDA 268 276 285 % y/y growth 3% 3% Depreciation & amortization 159 160 160 EBIT 109 116 125 Net Intrest Expense 12 12 12 Pretax Income 97 104 113 Taxes 38 41 44 Net Income 59 63 68 EPS $0.10 $0.11 $0.11 % y/y growth 7% 8% Valuation EV/EBITDA Multiple 4.4x 4.4x 4.4x Enterprise Value 1,179 1,216 1,253 Enterprise Value Per Share $19.60 $20.20 $20.83 Less: Share of Debt 148 148 148 Implied Equity Value 1,032 1,068 1,106 Implied Share Price $17.14 $17.75 $18.37 We estimate the retail business is worth $18 per share if valued on a standalone basis, in our base case. Source: BKS 10K (6/29/11), Goldman Sachs report and G Asset Management estimates. BKS ’ s investment in the NOOK business has overshadowed the increase in profitability of the retail business . Applying a 4 . 4 x multiple to our FY 2012 EBITDA estimates supports a value of $ 18 per share (assuming an equal distribution of net debt among the three segments) for the retail business alone (refer to Slide 11 for valuation assumptions) . Scenario Analysis (USD Millions) Bear Bull 2012E EBITDA $239 $306 Multiple 2.9x 5.9x Enterprise Value $693 $1,805 Enterprise Value Per Share $11.51 $30.00 Less: Debt 148 148 Implied Equity Value $545 $1,658 Implied BKS Stock Price $9.06 $27.55 7

Base Case (USD in million) FY2011 FY2012(E) FY2013(E) Sales 1,750 1,750 1,750 % y/y growth 0% 0% Cost of sales & occupancy 1,392 1,370 1,370 Gross profit 358 380 380 Gross profit as % of sales 20.5% 21.7% 21.7% Selling & administrative expenses 264 263 263 EBITDA 94 117 117 % y/y growth 24% 0% Depreciation & amortization 43 43 43 EBIT 51 74 74 Net Interest Expense 12 12 12 Pretax Income 40 62 62 Taxes 16 24 24 Net Income 24 37 37 EPS $0.04 $0.06 $0.06 % y/y growth 56% 0% Valuation EV/EBITDA Multiple 4.0x 4.0x 4.0x Enterprise Value 377 468 468 Enterprise Value Per Share $6.27 $7.78 $7.78 Less: Share of Debt 148 148 148 Implied Equity Value 230 320 320 Implied Share Price $3.81 $5.32 $5.32 We estimate the College Bookstore is conservatively worth $470M 1 , but could potentially be worth double in an upside scenario due to the rapidly growing textbook rental market. The e - text book market could represent another upside surprise a couple of years out. The College Bookstore has meaningful growth prospects as college campus - run bookstores look to outsource their operations, requiring a vendor with an integrated platform including traditional retail, textbook rental and digital content, leaving BKS well positioned to gain market share (refer to Slide 11 for valuation assumptions) . Scenario Analysis (USD in million) Bear Bull 2012E EBITDA $117 $125 Multiple 2.9x 5.9x Enterprise Value $339 $735 Enterprise Value Per Share $5.64 $12.22 Less: Debt 148 148 Implied Equity Value $192 $587 Implied BKS Stock Price $3.18 $9.76 Chegg.com, a private textbook rental company, has been valued at 4.8x P/S. If 10% of College Bookstores revenue came from rentals, at the Chegg valuation BKS college rentals could alone be worth over $800M or ~$14 per share. 2 8 1. Estimated and projected value of College business before adjusting for proportionate share of the BKS debt 2. Source: Techcrunch.com Source: BKS 10K (6/29/11), Goldman Sachs report and G Asset Management estimates.

Based on historical transactions 1 , the NOOK business could be worth ~$2.9B ($49 per share), and potentially up to $9.4B ($156 per share) when valued at the same multiple as high growth technology companies. Bull Case High Growth Company 5 FY 2012E Forward P/S Multiple 6 Z illow 7.9x LinkedIn 8.5x Pandora 4.7x Zynga 4.3x High - Growth Average 6.35x Projected FY 2012 Sales $1,500 Multiple 6.35x Value of NOOK Segment $9,550 Per Share $158.60 Less: Debt 7 $149 Equity Value of NOOK Segment 9,401 Per Share $156.23 Base Case Kobo Transaction FY 2011 Trailing P/S Multiple 1 Kobo Sale to Rakutan - Nov. 2011 3.5x Trailing FY 2011 Sales $880 Multiple 3.5x Value of NOOK Segment $3,080 Per Share $51.18 Less: Debt 7 $149 Equity Value of NOOK Segment $2,931 Per Share $48.73 Bear Case Mature Tech Company FY 2012E Forward P/S Multiple 4 Amazon 1.3x Microsoft 3.2x Research In Motion 0.5x Dell 0.5x Mature Average 1.4x Projected FY 2012 Sales $1,500 Multiple 1.4x Value of NOOK Segment $2,100 Per Share $34.90 Less: Debt 7 $149 Equity Value of NOOK Segment 1,951 Per Share $32.44 Even in the highly conservative case, where only FY 2012 NOOK content revenue of $450M (FY 2011) is valued at the Kobo multiple of 3.5x, the business is still worth $1.5B or nearly twice the entire market cap of the current company. Content revenue is growing over 100%, and has higher expected growth than our high tech company comparables, a group that is also not being valued on near - term profitability, in our view. 3 9 1. Indigo Books and Music sold its Kobo e - reader to Japanese media company Rakutan for $315M in Nov. 2011, a P/S multiple of 3.5x based on trailing FY2011 Kobo sales of $90M 2. Based on Company reports and G Asset Management estimates. 3. BKS Press release 1/5/12 4. Forward Sales consensus estimates. Pricing from Yahoo Finance as of 1/30/12. 5. Consensus forward revenue growth projections (Zillow 50.8%, Linkedin 45.1%, Pandora 51.9%, Zynga 23.5%). Source: Yahoo finance. 6. Forward Sales consensus estimates. Pricing from Yahoo Finance as of 11/30/11 7. Proportional share of debt and preferred equity, assumes convertible preferred is not converted Source: BKS 10K (6/29/11), BKS Press Release 1/5/12, Indigo Press release 11/8/11, Yahoo finance, 247wallst.com, seekingalpha.com , Forbes.com , and G Asset Management estimates. Potential strategic acquirers represent a diverse group • Liberty Media could benefit from the hardware and its sticky customer base to distribute content. • Sony could help the Nook expand internationally and access a winning e - reader that it failed to do on its own. • Google might benefit from a retail presence and expansion of it ’ s Android ecosystem. • The New York Times could access the growing tablet and mobile market to foster their presence in the digital space.

Price targets and valuation methodologies of retail analysts suggest substantial value creation from a spin - off of the Nook business. Sell - side Coverage – Out of 6 selected sell - side analysts, 3 rank BKS a buy and 1 ranks it a sell. The mean price target is $17 per share, or 35% upside from current levels. Broker Analyst Rating Price Target Key Points Valuation Methods Credit Suisse North America Gary Balter Neutral $10 (1/6/12) Highlights the bullish argument valuation supporting getting the NOOK business for free, assuming a conservative valuation for the retail and college businesses on a standalone basis. Price target is 7x FY2013 EBITDA estimate. If BKS does not spin off its NOOK business, they see a stock overvalued based on the current earnings outlook. At $11, shares trade at 7 - 8x the new EBITDA guidance range, a multiple well above other retailers. Goldman Sachs & Co. Matthew J. Fassler Neutral $17 (12/18/12) Although the NOOK has had impressive growth, Amazon can use aggressive pricing due to depth of revenue sources. BKS ’ s NOOK marketing efforts have been positive but they still lack the necessary financial results to give confidence. Goldman Sachs implies a 3x College and Retail multiple and a 6.5x dotcom multiple to their 2014 EBITDA estimate and uses a 15% discount rate to come up with $15 per share on its sum - of - the - parts analysis and $22 per share on its M&A analysis, while applying 85% weighting to sum - of - parts and 15% weighting to M&A to come up with its 17 price target. Janney Montgomery Scott LLC David Strasser Buy $20 (1/6/12) There is significant value in the NOOK which can be unlocked, especially if a larger company acquires that business. As an emerging technology company with a retail investor base . . . the company needs to accelerate the placement of a CFO with a technology background that can better model the business and help articulate the current spending, and its future ROI. Using a sum - of - the - parts analysis and attaching a 2.5x multiple to retail/college estimated EBITDA of ~$400 million, EV equals the current company value of $1 billion, and the NOOK business is free. They maintain their Buy rating, although the analyst acknowledges that to do so his thesis now adds a valuation/sum - of - parts component. Maxim Group John Tinker Buy $27 (1/5/12) CEO Maffei at Citi ’ s conference on 1/4/12 suggested that they thought of the company as separate businesses - digital and the stores. Note Liberty ’ s convertible investment this summer was at $17/share, made after its offer to buy 70% of the company at $17 per share had been turned down. BKS total potential valuation is $27/share with NOOK at 1x revenues ($22/share), Retail at 2x EBITDA ($6/share), College 2x EBITDA ($3/share) less debt of $250M ($4/share). On a conservative basis, the NOOK alone with $1.5B in e - book and e - reader revenue could be worth $900M at 0.6x revenues, about $13 per share. However, NOOK is growing 70% compared to Dell at 2%. A 1x multiple of revenue would be $1.5B, about, $22 per share. Recent internet IPO ’ s have been trading at revenue multiples up to 8x, suggesting potentially a far higher valuation. Stifel Nicolaus & Company,Inc. David A. Schick Buy $25 (1/5/12) The leverage of BKS as an established bookstore chain, necessary to both landlords and publishers, adds value to the company even without the NOOK reflected in the price. Despite the negativity in the book business, gross margins are growing at the same pace at both Home Depot ( “ HD ” ) and BKS? $25 target price represents 0.2x FY12 revenue and 5.4x FY13 EV/EBITDA. Their coverage group trades at roughly 7x 2012 EBITDA and 0.8x revenue. They believe revenue is worth considering given transformation from retail to tech. NOOK is worth either: - $400M due to spending, $3.8B based on the Kobo ’ s 2.5x trailing revenue and the NOOK ’ s $1.5B revenue, $1.8b using 2.5x and the NOOK ’ s content revenue alone, - $1.1B using $2B 2017 content estimate and a 1x multiple discounted back to today at 10% WACC, The equal weighted average is $1.6B. Barclays Capital Alan M. Rifkin Underweight $8 (1/5/12) Investors need to focus on the core retail business, rather than on assets BKS is trying to unload due to its internal cash being insufficient to fund its digital content. Base case: 5.1x 2012 EBITDA estimate Upside: 7.5x 2012 EBITDA estimate due to successful e - commerce and material improvement Downside: 4.2x EBITDA estimate due to declining readership and increased competition 10 Source: Thompson One Analytics and G Asset Management .

Valuation Assumptions for Retail and College 11 Assumptions: • FY2011 actual results from most recent BKS 10K, FY2012E & FY2013E based on company reports and G Asset Management estimates, share count as of most recent 10Q (12/8/11) • Assumed tax rate of 39%, share of net debt and preferred is split evenly among three business units • Assumes convertible preferred equity is not converted Base Case • 0% sales growth, margins based on historical results and G Asset Management projections, $11M estimated savings from lease renegotiations on expiring leases (15% estimated reduction on expiration) • Valued at a 4.4x EV/EBITDA based on trailing EBITDA, the average EV/EBITDA (trailing) of BAMM and Indigo Books as of 1/30/2012 Bull Case • 2% sales growth, margins based on historical results and G Asset Management projections, $15M estimated savings from lease renegotiations on expiring leases (20% estimated reduction on expiration) • Valued at a 5.9x EV/EBITDA based on trailing EBITDA, the trailing multiple of BAMM as of 1/30/2012 Bear Case • - 2% sales growth, margins based on historical results and G Asset Management projections, no estimated savings from lease renegotiations on expiring leases • Valued at a 2.9x EV/EBITDA based on trailing EBITDA, the trailing multiple of Indigo Books, after removing the revenue and earnings of the Kobo as of 1/30/2012 Retail Assumptions Assumptions: • FY2011 actual results from most recent BKS 10K, FY2012E & FY2013E based on company reports and G Asset Management estimates, share count as of most recent 10Q (12/8/11) • Assumed tax rate of 39%, share of net debt and preferred is split evenly among three business units • Assumes convertible preferred equity is not converted Base Case • 0% sales growth, margins based on historical results and G Asset Management projections • Valued at a trailing 4.0x EV/EBITDA, the multiple BKS purchased the College Bookstore for in 2009 (Source: BKS press release 8/10/2009) • The book store business was purchased in 2009 from Mr.Riggio for $590M (or $430M net of the cash on College Bookstore ’ s balance sheet), which was a 4.0x multiple on trailing EBITDA. Bull Case • 2% sales growth, margins based on historical results and G Asset Management projections • Valued at a 5.9x EV/EBITDA based on trailing EBITDA, the trailing multiple of BAMM as of 1/30/12 Bear Case • 0% sales growth, margins based on historical results and G Asset Management projections • Valued at a 2.9x EV/EBITDA based on trailing EBITDA, the trailing multiple of Indigo Books, after removing the revenue and earnings of the Kobo as of 1/30/12 College Assumptions