Barnes & Noble Form 4 BARNES & NOBLE / MARY ELLEN KEATING ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KEATING MARY ELLEN

(Last) (First) (Middle)

C/O BARNES & NOBLE, INC.

122 FIFTH AVENUE

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [ BKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP Corp. Com. & Pub. Aff.

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2019		U		57,717(1)	D	$6.5	35,836	D
Common Stock	08/07/2019		D		16,470(2)	D	(2)	19,366	D
Common Stock	08/07/2019		D		19,366(3)	D	(3)	0	D
Common Stock	08/07/2019		U		5,325.363(4)	D	$6.5	0	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10.35	08/07/2019		D			40,028	(5)	11/14/2021	Common Stock	40,028	(6)	0	D

Explanation of Responses:

1. Represents shares tendered to Chapters Merger Sub Inc. ("Merger Sub") in connection with the tender offer (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.

2. Represents restricted stock units cancelled and terminated without any cash payment being made in respect thereof.

3. 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.

4. Represents shares tendered to Merger Sub in connection with the Tender Offer. Holdings under the Barnes & Noble, Inc. 401(k) Plan are reported in units. Therefore, the securities set forth in Column 5 of Table I are units. The number of units reported herein is based on a plan statement dated as of June 30, 2019.

5. 25% of the stock options vested on November 15, 2013, 25% on November 15, 2014 and the remaining 50% on November 15, 2015.

6. At the effective time of the merger, each stock option was cancelled and terminated without any cash payment being made in respect thereof.

Remarks:

	/s/ Bradley A. Feuer as Attorney-in-Fact for Mary Ellen Keating	08/07/2019
	** Signature of Reporting Person	Date
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