UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

 

 

Barnes & Noble, Inc.

(Name of Issuer)

Common Stock, par value $0.001 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:

Paul Scrivano, Esq.

O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, NY 10036

Telephone: (212) 326-2000

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

August 20, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

 

 

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SCHEDULE 13D

CUSIP No. 067774109								Page 2 of 5

 

1		NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       10,970,283
				8		SHARED VOTING POWER       6,149,376
				9		SOLE DISPOSITIVE POWER       10,969,559
				10		SHARED DISPOSITIVE POWER       6,149,376
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       17,832,132
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       29.9%
14		TYPE OF REPORTING PERSON       IN

 

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SCHEDULE 13D

CUSIP No. 067774109								Page 3 of 5

 

1		NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE 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
5		CHECK BOX 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       4,800,876
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       4,800,876
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       4,800,876
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       8.0%
14		TYPE OF REPORTING PERSON       CO

 

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SCHEDULE 13D

CUSIP No. 067774109								Page 4 of 5

 

Item 1.

Security and Issuer

This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) 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 Items 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 3.

Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented as follows:

The matters set forth in Item 4 of this Amendment No. 14 are incorporated in this Item 3 by reference as if fully set forth herein.

 

Item 4.

Purpose of the Transaction

The disclosure in Item 4 is hereby amended and supplemented to add the following at the end thereof:

Mr. Riggio has advised the Board of Directors of the Company that he has suspended his efforts to make an offer for the Company’s retail business. Mr. Riggio cleared the way for such an offer when he filed Amendment No. 13 to his Schedule 13D filing with the Securities and Exchange Commission on February 25, 2013.

In connection with the foregoing, Mr. Riggio said, “While I reserve the right to pursue an offer in the future, I believe it is in the company’s best interests to focus on the business at hand. Right now our priority should be to serve the more than 10 million customers who own NOOK devices, to concentrate on building our Retail business, and to accelerate the sale of NOOK products in our stores, and in the marketplace.”

 

Item 6.

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

Item 6 is amended and supplemented as follows:

The matters set forth in Item 4 of this Amendment No. 14 are incorporated in this Item 6 by reference as if fully set forth herein.

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SCHEDULE 13D

CUSIP No. 067774109								Page 5 of 5

 

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.

Dated: August 20, 2013