sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)

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

September 9, 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
BENEFICIALLY
7
SOLE VOTING POWER
 
9,053,484 shares of Common Stock
 
OWNED BY
EACH
 
8
SHARED VOTING POWER
 
0
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
9,053,484 shares of Common Stock
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,053,484 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)
 
15.09%
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, and an Amendment No. 4 for an event of May 18, 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. 5) 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 9,053,484 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 $250,851,587 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
9,053,484
15.02%

(b)           Aletheia has sole power to vote and sole power to dispose or to direct the disposition of 9,053,484 shares of the Issuer’s Common Stock.

 
3
 

(c)           See Appendix 1 annexed hereto.

(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:    September 20, 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
             
07/21/10
2,768
33,522
12.11
0
0
  
07/22/10
305
3,785
12.41
315
3,886
12.34
07/23/10
23,725
298,800
12.59
71
873
12.30
07/26/10
0
0
  
23,924
305,324
12.76
07/27/10
114
1,522
13.35
497
6,529
13.14
07/28/10
1,492
19,118
12.81
455
5,835
12.83
07/29/10
922
12,066
13.09
345
4,437
12.86
07/30/10
2,705
34,817
12.87
130
1,668
12.83
08/02/10
0
0
  
354
4,880
13.79
08/03/10
3,800
49,716
13.08
170
2,212
13.01
08/04/10
1,050
16,216
15.44
2,506
38,665
15.43
08/05/10
1,525
23,018
15.09
600
8,994
14.99
08/06/10
0
0
  
355
5,304
14.94
08/09/10
0
0
  
625
9,517
15.23
08/10/10
12,000
180,811
15.07
245
3,663
14.95
08/11/10
65
981
15.10
1,985
29,527
14.88
08/12/10
475
7,088
14.92
230
3,440
14.96
08/13/10
99
1,450
14.65
470
6,876
14.63
08/16/10
0
0
  
965
14,335
14.86
08/17/10
0
0
  
840
12,851
15.30
08/18/10
150
2,464
16.43
3,670
58,486
15.94
08/19/10
0
0
  
10,565
160,531
15.19
08/24/10
0
0
  
17,174
246,824
14.37
08/25/10
155
2,303
14.86
42,200
639,644
15.16
08/26/10
0
0
  
415
6,228
15.01
08/27/10
530
8,131
15.34
590
9,079
15.39
08/30/10
0
0
  
810
12,314
15.20
08/31/10
1,955
29,844
15.27
2,675
40,807
15.25
09/01/10
6,265
99,035
15.81
140
2,194
15.67
09/02/10
0
0
  
430
7,026
16.34
09/03/10
447
7,415
16.59
0
0
  
09/07/10
865
13,719
15.86
0
0
  
09/08/10
635
9,887
15.57
1,358
21,152
15.58
09/09/10
80
1,248
15.60
1,312
20,264
15.44
09/10/10
637
9,665
15.17
1,150
17,595
15.30
 
 
5