BKS Barnes and Noble Inc

Introductory Statement

This Amendment No. 21 to Schedule 13D (“Amendment No. 21”) 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. 21 is hereby incorporated by reference into this Item 4.

Item 6 is hereby amended and supplemented as follows:

On June 24, 2019, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Amended 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, to amend and restate in its entirety the Agreement and Plan of Merger, dated as of June 6, 2019, among the Company, Parent and Merger Sub (collectively, the “Parties”). Pursuant to the Amended Merger Agreement, the Parties agreed to revise the structure of their previously announced transaction to provide for the acquisition of the Company by Parent in an all-cash transaction consisting of a tender offer for all shares of Common Stock for $6.50 per share in cash (the “Offer”), followed by a back-end merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and with each share of Common Stock that is not accepted for payment pursuant to the Offer, with certain exceptions, converted into the right to receive $6.50 in cash. The Merger will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, without a meeting or vote of the Company’s stockholders. Consummation of the Offer and the Merger are subject to customary closing conditions, including more than 50% of the outstanding Common Stock being tendered in the Offer and not withdrawn and the receipt of regulatory approval. Further details about the Amended Merger Agreement and the transactions described therein, including the Offer and the Merger, are set forth in the Company’s Current Report on Form 8-K filed on June 24, 2019.

Concurrently with the execution of the Amended Merger Agreement, the Reporting Persons and LRBKS Holdings, Inc. (collectively, the “Stockholders”) entered into an Amended and Restated Voting and Support Agreement (the “Amended Voting Agreement”) with Parent and, solely for the purposes of certain provisions, the Company, to amend and restate in its entirety the Voting and Support Agreement, dated as of June 6, 2019, among the Stockholders, Parent and, solely for the purposes of certain provisions, the Company. Pursuant to the Amended Voting Agreement, the Stockholders have agreed, subject to certain conditions, to tender their shares of Common Stock in the Offer and to vote all shares of Common Stock now or hereafter beneficially owned by them against any 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 Amended Merger Agreement or of any Stockholder under the Amended Voting Agreement, (B) result in any of the conditions to the consummation of the Offer or the Merger under the Amended Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Offer or the Merger and the other transactions contemplated by the Amended Merger Agreement. Pursuant to the Amended Voting Agreement, the Stockholders also agreed, subject to certain limited exceptions, not to (a) 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, or (b) make an alternative transaction proposal, as defined, or solicit, initiate, induce or knowingly facilitate or encourage any alternative transaction proposal, as defined. 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 Amended Merger Agreement in accordance with its terms and (iii) the written agreement of the Stockholders, Parent and the Company.

This description of the Amended Voting Agreement is qualified in its entirety by reference to the full text of the Amended Voting Agreement, a copy of which is attached as Exhibit 1 to this Amendment No. 21.

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.