UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
BARNES & NOBLE, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
067774109
(CUSIP Number)
MICHAEL GLICKSTEIN
G ASSET MANAGEMENT, LLC
546 FIFTH AVENUE, 14TH FLOOR
NEW YORK NY 10036
TEL: (646) 840-5417
(Name, address and telephone number of person
authorized to receive notices and communications)
FEBRUARY 17, 2012
(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/A, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for purposes 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 (however, see the Notes).
CUSIP No. 067774109 13D/A Page 2 of 9 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
G Asset Management, LLC
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
01-0927016
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** AF
-----------------------------------------------------------------------------
(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 (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
Less than 5% of any
registered voting equity
security of the Company
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
Less than 5% of any
registered voting equity
security of the Company
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Less than 5% of any
registered voting equity
security of the Company
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
Less than 5% of any
registered voting equity
security of the Company
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 067774109 13D/A Page 3 of 9 Pages
---------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
Michael Glickstein
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** AF
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
Less than 5% of any
registered voting equity
security of the Company
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
Less than 5% of any
registered voting equity
security of the Company
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Less than 5% of any
registered voting equity
security of the Company
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
Less than 5% of any
registered voting equity
security of the Company
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 067774109 13D/A Page 4 of 9 Pages
EXPLANATORY NOTE
This Amendment No. 1 , Schedule 13D/A, amends and supplements the Schedule 13D
originally filed with the U.S. Securities and Exchange Commission on February
17, 2012 (the "prior Schedule 13D filing"), as set forth below.
Item 1. Security and Issuer.
There are no amendments to Item 1 from the prior Schedule 13D filing. For the
convenience of the reader, it is noted that, as with the prior Schedule 13D
filing, this statement relates to the common stock, $0.001 par value per share
("Common Stock") of Barnes & Noble, Inc. ("Barnes & Noble" or the "Company").
Item 2. Identity and Background.
There are no amendments to Item 2 from the prior Schedule 13D filing. For the
convenience of the reader, it is noted that, as with the prior Schedule 13D
filing, this statement is filed by G Asset Management, LLC, a Delaware limited
liability company ("G Asset Management"), and Michael Glickstein, a United
States citizen (hereinafter sometimes collectively referred to as the "Reporting
Persons.")
Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions, if any) of the Common Stock as
to which the Reporting Persons exercise voting or dispositive power as of the
date hereof, including Common Stock underlying options exercisable within 60
days of the date hereof, in all cases acquired after the prior Schedule 13D
filing and held through the time the Reporting Persons fell below the threshold
for reporting under Section 13(d) of the Exchange Act, the rules promulgated
thereunder and the instructions to Schedule 13D, was approximately $2,400,000.
All of such funds were obtained from the working capital of G RE Partners, G
Value Partners, GVF and the private managed accounts for which the Reporting
Persons have invested in Common Stock, respectively, as referred to in the prior
Schedule 13D filing, with certain securities purchases in certain instances
being made on margin pursuant to customary market terms.
Item 4. Purpose of Transaction.
The Reporting Persons have been acquiring and disposing of Common Stock and
options over Common Stock for investment purposes, in material part because they
believe the Company is substantially undervalued in its current form. See the
prior Schedule 13D filing and the attachments thereto. They expect to continue
to acquire and dispose of Company securities, and as a result may in the future
again hold more than 5% of a class of voting equity securities of the Company
registered pursuant to Section 12 of the Exchange Act.
CUSIP No. 067774109 13D/A Page 5 of 9 Pages
Notwithstanding anything herein to the contrary, the Reporting Persons expect to
continuously review the investments they manage in Barnes & Noble and, depending
on various factors, including but not limited to the market price of the Common
Stock, the terms and conditions of potentially available transactions,
prevailing market conditions, liquidity and diversification objectives and such
other considerations as the Reporting Persons deem relevant, may at any time or
from time to time, subject to regulatory compliance, acquire or dispose of
shares of Common Stock or other securities, including securities convertible
into or exercisable or exchangeable for Common Stock, on the open market, in
privately negotiated transactions, directly from the Company, upon the
conversion, exercise or exchange of securities convertible into or exercisable
or exchangeable for Common Stock or otherwise.
Item 5. Interest in Securities of the Issuer.
For each Reporting Person:
(a) Aggregate number of shares beneficially owned:
Less than 5% of any class of voting equity security of
the Company registered pursuant to Exchange Act Section
12.*
Percentage:
Less than 5% of any class of voting equity security of
the Company registered pursuant to Exchange Act Section
12.*
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote:
Less than 5% of any class of voting equity security of
the Company registered pursuant to Exchange Act Section
12.*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
Less than 5% of any class of voting equity security of
the Company registered pursuant to Exchange Act Section
12.*
--------------------------------------------------------
* For purposes of calculating the percentages set forth in
this statement, the number of shares of Common Stock
outstanding is assumed to be 60,175,137, which is the
number of shares of Common Stock referred to by the
Company in its Quarterly Report on Form 10-Q for the
period ended October 29, 2011.
(c) The transaction dates, amounts of securities involved and the
price per share or unit for all of the transactions in Common Stock or options
over Common Stock effected by the Reporting Persons after the filing of the
prior Schedule 13D filing and through the time the Reporting Persons fell below
the threshold for reporting under Section 13(d) of the Exchange Act, the rules
promulgated thereunder and the instructions to Schedule 13D, are set forth in
Schedule A to this statement, which is incorporated herein by reference. All of
such transactions were effected in the open market.
(d) There are no amendments to Item 5(d) from the prior Schedule 13D
filing.
(e) February 17, 2012.
Each of the Reporting Persons disclaims beneficial ownership of the Common Stock
and options referred to herein, except to the extent of their respective
pecuniary interests therein.
CUSIP No. 067774109 13D/A Page 6 of 9 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are no amendments to Item 6 from the prior Schedule 13D filing.
ITEM 7. Material to be Filed as Exhibits.
Exhibit Description
99.1 Joint filing agreement pursuant to Rule 13d-1(k)
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: February 22, 2012
/s/ Michael Glickstein
------------------------------------------
Michael Glickstein, individually
G Asset Management, LLC
By: /s/ Michael Glickstein
--------------------------------------
Michael Glickstein, its managing member
CUSIP No. 067774109 13D/A Page 7 of 9 Pages
Schedule A
COMMON STOCK:
------------
Number of Shares Price Per Share
Purchased/Sold (including
Date of Transaction [sales denoted by - sign] commissions, if any)
2012-02-17 1,000 13.70
2012-02-17 1,000 13.70
2012-02-17 1,000 13.40
2012-02-17 1,000 13.29
2012-02-17 1,000 13.29
2012-02-17 1,000 13.16
2012-02-17 1,000 13.42
2012-02-17 1,000 13.45
2012-02-17 1,000 13.46
2012-02-17 1,000 13.46
2012-02-17 1,000 13.46
2012-02-17 1,000 13.46
2012-02-17 1,000 13.46
2012-02-17 1,000 13.55
2012-02-17 1,000 13.52
2012-02-17 -1,000 13.77
2012-02-17 -1,000 13.58
2012-02-17 -1,000 13.11
2012-02-17 -1,000 13.11
2012-02-17 11,500 14.00
2012-02-17 3,000 14.00
2012-02-17 4,000 15.00
2012-02-17 76,300 13.00
2012-02-17 7,300 13.00
2012-02-17 3,000 13.00
2012-02-17 14,500 10.00
2012-02-17 8,000 10.00
2012-02-17 37,300 11.00
2012-02-17 3,000 12.00
2012-02-17 16,000 13.00
CUSIP No. 067774109 13D/A Page 8 of 9 Pages
OPTIONS OVER COMMON STOCK
(each option exercisable for 100 shares of Common Stock):
--------------------------------------------------------
Number of Shares Price Per Share
Purchased/Sold (including
Date of Transaction [sales denoted by - sign] commissions, if any)
2012-02-17 -100 2.65
2012-02-17 -87 2.10
2012-02-17 -373 0.00
2012-02-17 100 0.45
2012-02-17 100 0.45
2012-02-17 -50 0.80
2012-02-17 -167 0.05
2012-02-17 100 0.20
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.15
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 40 0.05
2012-02-17 100 0.05
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 100 0.10
2012-02-17 33 0.10
2012-02-17 100 0.15
2012-02-17 100 0.05
2012-02-17 100 0.05
2012-02-17 100 0.05
2012-02-17 100 0.05
2012-02-17 100 0.05
2012-02-17 100 0.05
2012-02-17 25 0.05
2012-02-17 100 0.05
2012-02-17 -100 0.70
2012-02-17 -40 1.80
2012-02-17 100 1.47
2012-02-17 100 0.50
2012-02-17 21 0.40
2012-02-17 100 0.35
2012-02-17 30 4.40
2012-02-17 100 0.45
2012-02-17 100 0.05
2012-02-17 100 0.1
2012-02-17 100 0.1
2012-02-17 100 0.15
2012-02-17 100 0.15
CUSIP No. 067774109 13D/A Page 9 of 9 Pages
EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)
The undersigned agree that each person on whose behalf the foregoing statement
on Schedule 13D is filed is individually eligible to use Schedule 13D to file
the foregoing information, that the foregoing statement on Schedule 13D is filed
on behalf of each such person and that all subsequent amendments to this
statement on Schedule 13D may be filed on behalf of each such person without the
necessity of filing additional joint filing agreements. The undersigned agree
that each of them is responsible for the timely filing of the foregoing
statement on Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning him or it contained therein, but that
he or it is not responsible for the completeness or accuracy of the information
concerning the others making the filing, except to the extent he or it knows or
has reason to believe that such information is inaccurate.
DATED: February 17, 2012
/s/ Michael Glickstein
-------------------------------------------
Michael Glickstein, individually
G Asset Management, LLC
By: /s/ Michael Glickstein
---------------------------------------
Michael Glickstein, its managing member