BKS Barnes and Noble Inc

Introductory Statement

This Amendment No. 20 to Schedule 13D (“Amendment No. 20”) is being filed by Leonard Riggio, Louise Riggio and The Riggio Foundation (collectively, 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 4 is hereby amended and supplemented as follows:

The information set forth in Item 6 of this Amendment No. 20 is hereby incorporated by reference into this Item 4.

Item 6 is hereby amended and supplemented as follows:

On June 6, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chapters Holdco Inc., a Delaware corporation (“Parent”), and Chapters Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Parent. The Merger Agreement provides that, upon consummation of the Merger, subject to certain exceptions, each outstanding share of Common Stock will be converted into the right to receive $6.50 in cash. Consummation of the Merger is subject to customary closing conditions, including the receipt of regulatory and stockholder approval. Further details about the Merger Agreement and the transactions described therein, including the Merger, are set forth in the Company’s Current Report on Form 8-K filed on June 7, 2019.

Concurrently with the execution of the Merger Agreement, the Reporting Persons and LRBKS Holdings, Inc. (collectively, the “Stockholders”) entered into a Voting and Support Agreement (the “Voting Agreement”) with Parent and, solely for the purposes of certain provisions, the Company. Pursuant to the Voting Agreement, the Stockholders have agreed, subject to certain conditions, to vote all shares of Common Stock now or hereafter beneficially owned by them (i) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, and (ii) against any other action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement. Pursuant to the Voting Agreement, the Stockholders also agreed not to sell, transfer, pledge or encumber their shares of Common Stock or enter into voting agreements or grant proxies or powers-of-attorney with respect to such shares, subject to certain exceptions. The Voting Agreement also contains other covenants on the part of the Stockholders. The Voting Agreement automatically terminates upon the earliest to occur of (i) the consummation of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the written agreement of the Stockholders, Parent and the Company.

This description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached as Exhibit 1 to this Amendment No. 20.

Item 7 is hereby amended and supplemented as follows:

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: June 10, 2019