sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)

BARNES & NOBLE, INC.
 (Name of Issuer)

Common Stock, $.001 par value
(Title of Class of Securities)

067774109
 (CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Ms. Ann Marie Swanson
Aletheia Research & Management, Inc.
100 Wilshire Boulevard, Suite 1960
Santa Monica, CA  90401
(310)-899-0800

October 19, 2010
(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(b)(3) or (4) check the following box o.

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
 

SCHEDULE 13D

CUSIP No. 067774109
  
Page 2  of  5 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aletheia Research & Management, Inc., IRS No. 95-4647814
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  o
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
7
SOLE VOTING POWER
8,416,760 shares of Common Stock
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
8,416,760 shares of Common Stock
PERSON WITH
10
SHARED DISPOSITIVE POWER
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,416,760 shares of Common Stock
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.03%
14
 
TYPE OF REPORTING PERSON*
IA

 
2
 

Item 1.
Security and Issuer.

This statement relates to the Common Stock, $.001 par value per share (the “Common Stock”), of Barnes & Noble, Inc., a Delaware corporation (the “Issuer”).  The Issuer maintains its principal executive office at 122 Fifth Avenue, New York, New York 10011.

Item 2.
Identity and Background.

(a)           This statement is filed by Aletheia Research & Management, Inc., a California corporation (“Aletheia”), with respect to shares of the Issuer’s Common Stock held by managed accounts over which Aletheia has discretionary authority and through partnerships with respect to which Aletheia serves as general partner. Ann Marie Swanson is the Chief Compliance Officer of Aletheia.

(b)-(f)     Aletheia filed an initial Schedule 13D for an event of November 30, 2009 (the “Initial Schedule”), an Amendment No. 1 for an event of January 8, 2010, an Amendment No. 2 for an event of January 25, 2010, an Amendment No. 3 for an event of January 31, 2010, an Amendment No. 4 for an event of May 18, 2010, and an Amendment No. 5 for an event of September 9, 2010 (collectively, the “Previous Amendments”). Except to the extent set forth in this Amendment, the information in the Initial Schedule and Previous Amendments remains unchanged. The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 6) shall not be construed to be an admission by Aletheia that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act, as amended.

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

Aletheia owns 8,416,760 shares of the Issuer’s Common Stock on behalf of managed accounts and partnerships with respect to which Aletheia serves as general partner.  Such managed accounts and partnerships have collectively paid $251,455,384 from their working capital for such shares.

Item 5.
Interest in Securities of the Issuer.

(a)           The number of shares of the Issuer’s Common Stock and the percentage of the outstanding shares (based upon 59,984,418 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2010) directly or indirectly beneficially owned by the Reporting Person is as follows:

Name
  
Number of Shares
  
Percentage of Outstanding Shares
         
Aletheia
  
8,416,760
  
14.03%

(b)           Aletheia has sole power to vote and sole power to dispose or to direct the disposition of 8,416,760 shares of the Issuer’s Common Stock.

(c)           See Appendix 1 annexed hereto.

 
3
 

(d)           Certain persons have the right to receive dividends from or the proceeds of sale of certain of the shares of the Issuer’s Common Stock included in this statement.  No such person individually has the right to receive dividends or proceeds relating to shares of the Issuer’s Common Stock constituting more than 5% of the class of the Issuer’s Common Stock.

(e)           Not applicable.

Signatures

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

Dated:    November 15, 2010

 
ALETHEIA RESEARCH & MANAGEMENT, INC.
     
 
By:
/s/ Ann Marie Swanson
   
Ann Marie Swanson
   
Chief Compliance Officer

 
4
 

APPENDIX I
TRANSACTIONS IN BARNES & NOBLE, INC.
COMMON STOCK  - LAST 60 DAYS

Trade Date
Number of Shares Purchased
Purchase Price
Average Share Price for Purchases
Number of Shares Sold
Sales Price
Average Share Price for Sales
             
09/13/10
4,565
71,952
15.76
0
0
  
09/14/10
0
0
  
40,720
644,821
15.84
09/15/10
0
0
  
1,015
16,086
15.85
09/16/10
101
1,607
15.91
1,033
16,354
15.83
09/17/10
0
0
  
3,011
48,666
16.16
09/20/10
0
0
  
350
5,636
16.10
09/21/10
165
2,703
16.38
16,305
272,139
16.69
09/22/10
0
0
  
1,100
18,523
16.84
09/23/10
1,775
29,994
16.90
7,325
123,248
16.83
09/24/10
1,360
23,377
17.19
765
13,039
17.04
09/27/10
0
0
  
3,675
60,967
16.59
09/28/10
0
0
  
3,240
51,913
16.02
09/29/10
134
2,194
16.38
15,175
247,872
16.33
09/30/10
1,460
23,867
16.35
2,690
43,676
16.24
10/01/10
1,004
16,154
16.09
7,696
124,514
16.18
10/04/10
5
80
16.00
80,515
1,283,490
15.94
10/05/10
15
244
16.25
140
2,226
15.90
10/06/10
15
243
16.20
255
3,988
15.64
10/07/10
0
0
  
120
1,992
16.60
10/08/10
65
1,078
16.58
70
1,137
16.25
10/11/10
0
0
  
0
0
  
10/12/10
500
8,134
16.27
3,293
55,293
16.79
10/13/10
675
10,819
16.03
205
3,250
15.86
10/14/10
745
11,988
16.09
34,030
565,957
16.63
10/15/10
2,550
38,933
15.27
85
1,272
14.96
10/18/10
660
10,276
15.57
330
5,129
15.54
10/19/10
451
7,002
15.53
12,630
196,116
15.53
10/20/10
511
7,699
15.07
10,174
153,250
15.06
10/21/10
130
1,941
14.93
1,506
22,375
14.86
10/22/10
1,288
19,302
14.99
985
14,769
14.99
10/25/10
4,752
71,819
15.11
1,189
17,907
15.06
10/26/10
264
3,972
15.05
12,495
190,382
15.24
10/27/10
535
8,027
15.00
8,357
124,310
14.87
10/28/10
0
0
  
1,130
16,815
14.88
10/29/10
918
13,711
14.94
547
8,172
14.94
11/01/10
300
4,453
14.84
380
5,691
14.98
11/02/10
2,010
30,110
14.98
510
7,613
14.93
11/03/10
530
7,848
14.81
915
13,473
14.72
11/04/10
154
2,413
15.67
20
313
15.64
11/05/10
552
8,234
14.92
1,355
19,989
14.75
11/08/10
7,703
114,516
14.87
1,005
14,777
14.70
11/09/10
2,940
43,461
14.78
1,220
18,086
14.82
11/10/10
387
5,643
14.58
736
10,740
14.59
 
 
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