Item 1(a)
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Name of Issuer:
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Barnes & Noble, Inc. (the “Issuer”)
Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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122 Fifth Avenue
New York, NY 10011
Item 2(a)
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Name of Person Filing:
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Daniel R. Tisch
Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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460 Park Avenue
New York, N.Y. 10022
United States
Item 2(d)
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Title of Class of Securities:
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Common Stock
067774109
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person
filing is a:
N/A
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(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
☐ Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
☐
A parent holding company or control person in accordance with §240.13d‑1(b)(1)(ii)(G);
(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a‑3);
(j) ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(J).
As of December 31, 2018, Daniel R. Tisch had sole voting power and sole investment power with respect to
5,485,400
shares of Common Stock of the Issuer, including 2,375,000 shares registered in the name of TowerView LLC, 460 Park Avenue, New York, N.Y. 10022, and 230,000 shares
registered in the name of DT Four Partners, LLC, 655 Madison Avenue, 11th Floor, New York, N.Y. 10065, , and 1,750,000 shares registered in the name of DT Four Partners II, LLC, 655 Madison Avenue, 11th Floor, New York, N.Y. 10065, or 7.5% of the
73,169,887 shares of Common Stock that were reported as outstanding by the Issuer as of October 31, 2018. TowerView LLC and DT Four Partners, LLC and DT Four Partners II, LLC are Delaware limited liability companies the sole manager of which is
Daniel R. Tisch.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following □. N/A
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement
is true, complete and correct.
January 4, 2019
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/s/ Daniel R. Tisch
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Daniel R. Tisch
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