UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)
Barnes & Noble, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
067774109
(CUSIP Number)
Leonard Riggio
c/o Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
(212) 633-3300
With a copy to:
Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 Attention: Jay M. Dorman Telephone: (212) 541-2018 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 [ ].
(Continued on the following pages)
_____________________
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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.
| 1 | NAMES OF REPORTING PERSONS Leonard Riggio |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | SOLE VOTING POWER 7,594,491 |
| 8 | SHARED VOTING POWER 3,745,168 |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% |
| 14 | TYPE OF REPORTING PERSON IN |
| 1 | NAMES OF REPORTING PERSONS LRBKS Holdings, Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
| 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 2,316,668 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% |
| 14 | TYPE OF REPORTING PERSON CO |
Introductory Statement
This Amendment No. 16 to Schedule 13D (“Amendment No. 16”) is being filed by Leonard Riggio and LRBKS Holdings, Inc., a Delaware corporation owned by Mr. Riggio and his wife, Louise Riggio (“LRBKS”, and together with Mr. Riggio, the “Reporting Persons”), to amend the Item specified below in the Reporting Persons’ Schedule 13D with respect to the common stock, $.001 par value (“Common Stock”), of Barnes & Noble, Inc., a Delaware corporation (the “Company”), as such Schedule 13D has previously been amended and supplemented.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and supplemented as follows:
(a) and (b) The beneficial ownership percentages used herein are calculated based upon the 59,881,878 shares of Common Stock issued and outstanding as of February 28, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 25, 2014, filed with the Securities and Exchange Commission on March 5, 2014. The share amounts used herein are as of April 16, 2014 after giving effect to the sale reported in (c) below.
Mr. Riggio is the beneficial owner of 12,052,132 shares, or 20.1%, of the Common Stock. Mr. Riggio is the direct beneficial owner of 7,594,491 shares of Common Stock. Mr. Riggio has the sole power to vote and dispose of all of such directly owned shares. Mr. and Mrs. Riggio are the indirect beneficial owners of the 2,316,668 shares of Common Stock owned by LRBKS and have the power to direct the vote and disposition of the shares owned by LRBKS. Mr. and Mrs. Riggio are the indirect beneficial owners of 1,428,500 shares of Common Stock as co-trustees of The Riggio Foundation, a charitable trust. An additional 712,473 shares of Common Stock are held in a rabbi trust established by the Company for the benefit of Mr. Riggio pursuant to a deferred compensation arrangement. Under the arrangement, Mr. Riggio is entitled to those shares within 30 days following the earliest of: (i) his death or termination of employment with the Company; (ii) a sale of all or substantially all of the assets of the Company; or (iii) a sale of a “controlling interest” in the Company (defined as 40% or more of the outstanding Common Stock). Mr. Riggio has no voting or dispositive control over the shares in the rabbi trust.
(c) On April 16, 2014, the Reporting Persons sold 3,700,000 shares of Common Stock for $17.30 per share in a privately negotiated block trade. The aforementioned sale was made for long-term financial and estate planning purposes, and the Reporting Persons have no plans to sell additional shares of Common Stock in 2014.
Except as reported herein, no transactions in the Common Stock were effected by the Reporting Persons during the 60 days prior to and including the date of the filing of this Amendment No. 16.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: April 16, 2014
| | /s/ Leonard Riggio |
| | Leonard Riggio LRBKS HOLDINGS, INC. By: /s/ Leonard Riggio Name: Leonard Riggio Title: President |
| | |
