BKS / Barnes & Noble, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BKS / Barnes & Noble, Inc. 15-12B - - 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-12302 Barnes & Noble, Inc. (Exact name of registrant as specified

BKS / Barnes & Noble, Inc. RW - - RW

RW 1 d733910drw.htm RW Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 August 7, 2019 By EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Barnes & Noble, Inc. Registration Statement on Form S-3 (File No. 333-69731) Ladies and Gentlemen: This letter constitutes an application by Barnes & Noble, Inc. (t

BKS / Barnes & Noble, Inc. RW - - RW

RW 1 d733904drw.htm RW Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 August 7, 2019 By EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Barnes & Noble, Inc. Registration Statement on Form S-3 (File No. 333-201222) Ladies and Gentlemen: This letter constitutes an application by Barnes & Noble, Inc. (

BKS / Barnes & Noble, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 7, 2019 Registration Nos.

BKS / Barnes & Noble, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 7, 2019 Registration Nos.

BKS / Barnes & Noble, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 7, 2019 Registration Nos.

BKS / Barnes & Noble, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 7, 2019 Registration Nos.

BKS / Barnes & Noble, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 7, 2019 Registration Nos.

BKS / Barnes & Noble, Inc. POS AM - - POS AM

POS AM 1 d733901dposam.htm POS AM As filed with the Securities and Exchange Commission on August 7, 2019 Registration No. 333-23855 Registration No. 333-62210 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3, Registration Statement No. 333-23855 Post-Effective Amendment No. 2 to Form S-3, Registration Statement No. 333-62210 REGISTR

BKS / Barnes & Noble, Inc. POS AM - - POS AM

POS AM 1 d733901dposam.htm POS AM As filed with the Securities and Exchange Commission on August 7, 2019 Registration No. 333-23855 Registration No. 333-62210 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3, Registration Statement No. 333-23855 Post-Effective Amendment No. 2 to Form S-3, Registration Statement No. 333-62210 REGISTR

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2019 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 001-12302 06-1196501 (State or other jurisdiction of (Commission (I.R.S. E

Third Amended and Restated Certificate of Incorporation of the Company.

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARNES & NOBLE, INC. FIRST: The name of the corporation is Barnes & Noble, Inc. SECOND: The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is Th

ELLIOTT COMPLETES ACQUISITION OF BARNES & NOBLE

EX-99.1 Exhibit 99.1 ELLIOTT COMPLETES ACQUISITION OF BARNES & NOBLE NEW YORK, LONDON (August 7, 2019)—Barnes & Noble, Inc. (NYSE: BKS, “Barnes & Noble”) announced today the successful closing of its acquisition by funds advised by Elliott Advisors (UK) Limited (“Elliott” or the “Offeror”). Elliott’s acquisition of Barnes & Noble, the largest retail bookseller in the United States, follows its Jun

Second Amended and Restated By-laws of the Company.

EX-3.2 Exhibit 3.2 BARNES & NOBLE, INC. SECOND AMENDED AND RESTATED BY-LAWS EFFECTIVE AS OF AUGUST 7, 2019 * * * * * ARTICLE I OFFICES Section 1. The registered office shall be Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of De

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 19, 2019, pursuant to the provisions of Rule 12d2-2 (a).

BKS / Barnes & Noble, Inc. SC 14D9/A - - AMENDMENT NO. 5 TO SC 14D9

SC 14D9/A 1 d780740dsc14d9a.htm AMENDMENT NO. 5 TO SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) Barnes & Noble, Inc. (Name of Subject Company) Barnes & Noble, Inc. (Name of Person Filing Statement) Common Stock, $0.00

ELLIOTT COMPLETES ACQUISITION OF BARNES & NOBLE

Exhibit (a)(5)(B) ELLIOTT COMPLETES ACQUISITION OF BARNES & NOBLE NEW YORK, LONDON (August 7, 2019)—Barnes & Noble, Inc.

BKS / Barnes & Noble, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Barnes & Noble, Inc. (Name of Subject Company (Issuer)) Chapters Merger Sub Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Chapters Holdco Inc. (Name of Filing Persons (Parent)) E

BKS / Barnes & Noble, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Barnes & Noble, Inc. (Name of Subject Company (Issuer)) Chapters Merger Sub Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Chapters Holdco Inc. (Name of Filing Persons (Parent)) E

BKS / Barnes & Noble, Inc. SC 14D9/A - - AMENDMENT NO. 4 TO SC 14D9

Amendment NO. 4 TO SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) Barnes & Noble, Inc. (Name of Subject Company) Barnes & Noble, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of

BKS / Barnes & Noble, Inc. SC 14D9/A - - AMENDMENT NO. 3 TO SC 14D9

SC 14D9/A 1 d770574dsc14d9a.htm AMENDMENT NO. 3 TO SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Barnes & Noble, Inc. (Name of Subject Company) Barnes & Noble, Inc. (Name of Person Filing Statement) Common Stock, $0.00

BKS / Barnes & Noble, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 a19-1122012sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Barnes & Noble, Inc. (Name of Subject Company (Issuer)) Chapters Merger Sub Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Chapters Hol

BKS / Barnes & Noble, Inc. SC 14D9/A - - AMENDMENT NO. 2 TO SC 14D9

Amendment NO. 2 TO SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Barnes & Noble, Inc. (Name of Subject Company) Barnes & Noble, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of

BKS / Barnes & Noble, Inc. SC 14D9/A - - SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Barnes & Noble, Inc. (Name of Subject Company) Barnes & Noble, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securiti

BKS / Barnes & Noble, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Barnes & Noble, Inc. (Name of Subject Company (Issuer)) Chapters Merger Sub Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Chapters Holdco Inc. (Name of Filing Persons (Parent)) E

Barnes & Noble Inc. 122 Fifth Avenue, New York, NY 10011 212.633.3300

EX-(e)(40) Exhibit (e)(40) February 8, 2019 Carlo A. Pochintesta [***] Dear Carlo, It’s my pleasure to confirm our offer of employment with Barnes & Noble, Inc. (“Company”). The following represents the key elements of our offer: Position: Chief Information Officer Reports to: Chief Financial Officer Starting Date: TBD Base Salary: $450,000 per annum, subject to appropriate tax withholdings and de

BKS / Barnes & Noble, Inc. SC 14D9 - - SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

122 Fifth Avenue, New York, NY 10011 Tel: 212-633-3300 Fax: 212-633-3466

EX-(e)(37) Exhibit (e)(37) November 7, 2018 Peter Herpich [***] Dear Pete: As a valued employee in an important leadership role, we would like to extend an additional benefit to you which will provide financial security in the event your employment is terminated.

122 Fifth Avenue, New York, NY 10011 tel: (212) 633-3300

EX-(e)(39) Exhibit (e)(39) February 11, 2014 Michelle Smith [***] Dear Michelle; As a valued employee in an important leadership role, we would like to extend an additional benefit to you which will provide financial security in the event your employment is terminated.

RETENTION BONUS AGREEMENT December 12, 2018

EX-(e)(38) Exhibit (e)(38) RETENTION BONUS AGREEMENT December 12, 2018 Peter Herpich Barnes & Noble, Inc.

LETTER OF TRANSMITTAL to Tender Shares of Common Stock of BARNES & NOBLE, INC. at $6.50 NET PER SHARE Pursuant to the Offer to Purchase dated July 9, 2019 by CHAPTERS MERGER SUB INC. a wholly owned subsidiary of CHAPTERS HOLDCO INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of BARNES & NOBLE, INC.

CONFIDENTIALITY AGREEMENT

Exhibit (d)(5) STRICTLY CONFIDENTIAL CONFIDENTIALITY AGREEMENT February 25, 2019 Elliott Advisors (UK) Ltd Park House 116 Park Street London, W1K 6AF United Kingdom Attention: Paul Best Head of European Private Equity In connection with the consideration by Elliott Advisors (UK) Ltd (“you” or “your”) of a possible consensual transaction (the “Transaction”) with Barnes & Noble, Inc.

AMENDED AND RESTATED LIMITED GUARANTEE

Exhibit (d)(3) AMENDED AND RESTATED LIMITED GUARANTEE This Amended and Restated Limited Guarantee (this “Guarantee”) is made as of June 24, 2019, by Elliott Associates, L.

Offer to Purchase For Cash All Outstanding Shares of Common Stock of BARNES & NOBLE, INC. at $6.50 NET PER SHARE Pursuant to the Offer to Purchase, dated July 9, 2019 by CHAPTERS MERGER SUB INC. a wholly owned subsidiary of CHAPTERS HOLDCO INC.

Exhibit (a)(1)(D) Offer to Purchase For Cash All Outstanding Shares of Common Stock of BARNES & NOBLE, INC.

BKS / Barnes & Noble, Inc. SC TO-T - - SC TO-T

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of BARNES & NOBLE, INC. at $6.50 NET PER SHARE by CHAPTERS MERGER SUB INC. (Offeror) a wholly owned subsidiary of CHAPTERS HOLDCO INC. (Parent) ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNA

Use these links to rapidly review the document TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of BARNES & NOBLE, INC.

WELLS FARGO BANK, NATIONAL ASSOCIATION

Exhibit (b)(1) Execution Version WELLS FARGO BANK, NATIONAL ASSOCIATION BANK OF AMERICA, N.

NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of BARNES & NOBLE, INC. at $6.50 NET PER SHARE Pursuant to the Offer to Purchase, dated July 9, 2019 by CHAPTERS MERGER SUB INC. a wholly owned subsidiary of CHAPTERS HOLDCO INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of BARNES & NOBLE, INC.

NOTICE OF OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of BARNES & NOBLE, INC. at $6.50 NET PER SHARE Pursuant to the Offer to Purchase dated July 9, 2019 by CHAPTERS MERGER SUB INC. a wholly owned subsidiary of CHAPTERS HOLDCO I

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Offer to Purchase to For Cash All Outstanding Shares of Common Stock of BARNES & NOBLE, INC. at $6.50 NET PER SHARE Pursuant to the Offer to Purchase, dated July 9, 2019 by CHAPTERS MERGER SUB INC. a wholly owned subsidiary of CHAPTERS HOLDCO INC.

Exhibit (a)(1)(E) Offer to Purchase to For Cash All Outstanding Shares of Common Stock of BARNES & NOBLE, INC.

Elliott Associates, L.P. 40 W 57th St. New York, New York 10019

Exhibit (d)(2) Elliott Associates, L.P. 40 W 57th St. New York, New York 10019 Elliott International, L.P. 40 W 57th St. New York, New York 10019 June 24, 2019 Chapters Holdco Inc. c/o Elliott Management Corporation 40 West 57th St. New York, New York 10019 Gentlemen: Reference is made to that certain Amended and Restated Agreement and Plan of Merger (as amended from time to time, the “Merger Agre

Chapters Holdco Inc. c/o Elliott Management Corporation 40 West 57th Street New York, New York 10019 June 21, 2019

Exhibit (b)(2) Chapters Holdco Inc. c/o Elliott Management Corporation 40 West 57th Street New York, New York 10019 June 21, 2019 WELLS FARGO BANK, NATIONAL ASSOCIATION One Boston Place, 19th Floor Boston, MA 02108 BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C. 520 Madison Ave., 40th Floor New York, NY 10022 PATHLIG

BKS / Barnes & Noble, Inc. / RIGGIO LEONARD - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 21) Barnes & Noble, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 067774109 (CUSIP Number) Leonard Riggio c/o Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 with a copy to

Amended and Restated Agreement and Plan of Merger, dated as of June 24, 2019, by and among the Company, Parent and Merger Sub.

EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CHAPTERS HOLDCO INC., CHAPTERS MERGER SUB INC. and BARNES & NOBLE, INC. Dated as of June 24, 2019 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Rules of Construction 16 ARTICLE II THE OFFER AND THE MERGER 17 Section 2.1 The Offer 17 Section 2.2 Company Actions. 21 Section 2.3 M

Amended and Restated Voting and Support Agreement, by and among the Significant Stockholders, Parent and the Company, dated as of June 24, 2019.

EXHIBIT 10.1 AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT AMENDED AND RESTATED VOTING AND SUPPORT AGREEMENT, dated as of June 24, 2019 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Chapters Holdco Inc., a Delaware corporation (“Parent”), and, solely for purposes of Sections 8

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 24, 2019 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 001-12302 06-1196501 (State or other jurisdiction of incorporation or organization)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2019 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 001-12302 06-1196501 (State or other jurisdiction of incorporation or organization)

Barnes & Noble Reports Fiscal 2019 Year-End Financial Results

Exhibit 99.1 Barnes & Noble Reports Fiscal 2019 Year-End Financial Results NEW YORK-(BUSINESS WIRE)-June 19, 2019-Barnes & Noble, Inc. (NYSE: BKS) today reported sales and earnings for its fiscal 2019 fourth quarter and full-year ended April 27, 2019. Total sales were $755 million for the quarter and $3.6 billion for the full year, decreasing 3.9% and 3.0% from the prior year periods, respectively

The sections of the Company’s Annual Report entitled: “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Consolidated Statements of Operations,” “Consolidated Statements of Comprehensive Income (Loss),” “Consolidated Balance Sheets,” “Consolidated Statements of Changes in Shareholders’ Equity,” “Consolidated Statements of Cash Flows,” “Notes to Consolidated Financial Statements” and “The Report of Independent Registered Public Accounting Firm.” (46)

EX-13.1 Exhibit 13.1 SELECTED CONSOLIDATED FINANCIAL DATA The selected consolidated financial data of Barnes & Noble, Inc. and its subsidiaries (collectively, the Company) set forth on the following pages should be read in conjunction with the consolidated financial statements and notes included elsewhere in this report. The Company’s fiscal year is comprised of 52 or 53 weeks, ending on the Satur

List of Significant Subsidiaries. (46)

EX-21.1 Exhibit 21.1 Significant Subsidiaries of Barnes & Noble, Inc. 1. Barnes & Noble Booksellers, Inc., a Delaware corporation. 2. Barnes & Noble Marketing Services LLC, a Virginia limited liability company. 3. Barnes & Noble Purchasing, Inc., a New York corporation. 4. Barnes & Noble Services, Inc., a New York corporation. 5. NOOK Digital, LLC, a Delaware limited liability company. 6. Sterling

Description of Capital Stock. (46)

EX-4.1 EXHIBIT 4.1 DESCRIPTION OF CAPITAL STOCK The following describes the common stock, preferred stock and certain provisions of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated By-laws (the “By-laws”) of Barnes & Noble, Inc. (the “Company”), and certain related rights. This description is only a summary and is qualified in its

BKS / Barnes & Noble, Inc. 10-K - Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BKS / Barnes & Noble, Inc. / Schottenfeld Opportunities Fund Ii, Lp - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Barnes & Noble, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 06777

BKS / Barnes & Noble, Inc. / RIGGIO LEONARD - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 20) Barnes & Noble, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 067774109 (CUSIP Number) Leonard Riggio c/o Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 with a copy to

BKS / Barnes & Noble, Inc. SC TO-C - - SC TO-C

SC TO-C 1 a19-112201sctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Barnes & Noble, Inc. (Name of Subject Company (Issuer)) Chapters Merger Sub Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Chapters Holdco Inc. (Name of Filing

BARNES & NOBLE TO BE ACQUIRED BY ELLIOTT, OWNER OF WATERSTONES, BRINGING TOGETHER THE LEADING BOOKSELLERS IN THE US AND THE UK All-cash acquisition of $6.50 per share delivers a significant premium for all shareholders Transaction concludes Barnes &

Exhibit 99.1 BARNES & NOBLE TO BE ACQUIRED BY ELLIOTT, OWNER OF WATERSTONES, BRINGING TOGETHER THE LEADING BOOKSELLERS IN THE US AND THE UK All-cash acquisition of $6.50 per share delivers a significant premium for all shareholders Transaction concludes Barnes & Noble strategic alternative review Elliott to pursue growth strategy at Barnes & Noble, empowering local stores across the US, while bene

BKS / Barnes & Noble, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by R

BKS / Barnes & Noble, Inc. 8-A12B/A - - AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 06-1196501 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

The transaction will take several months to be completed since it requires a shareholder vote, and regulatory approval. During that time, our management team will work with James so that he can hit the ground running. They will also continue working

EXHIBIT 99.2 Please see the enclosed press release announcing the sale of Barnes & Noble to Elliott Advisors, owner of Waterstones, the largest bookseller in the U.K. As you know, the Company has been seeking a new owner since October of last year. You should also know that there were many interested parties in the sale process, including others in our industry. The transaction will take several m

Agreement and Plan of Merger, dated as of June 6, 2019, by and among Barnes & Noble, Inc., Chapters Holdco Inc. and Chapters Merger Sub Inc. (44)

EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CHAPTERS HOLDCO INC., CHAPTERS MERGER SUB INC. and BARNES & NOBLE, INC. Dated as of June 6, 2019 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 14 ARTICLE II THE MERGER 15 Section 2.1 Merger 15 Section 2.2 Charter and Bylaws 15 Section 2.3 Effective Time of th

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 6, 2019 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 001-12302 06-1196501 (State or other jurisdiction of incorporation or organization) (

Voting and Support Agreement, by and among certain significant stockholders of Barnes & Noble, Inc., Chapters Holdco Inc. and Barnes & Noble, Inc., dated as of June 6, 2019. (44)

EXHIBIT 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of June 6, 2019 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Chapters Holdco Inc., a Delaware corporation (“Parent”), and, solely for purposes of Sections 7 and 9 through 19 hereof,

Amendment of Credit Agreement Section 7.04, dated as of June 6, 2019, by and among Barnes & Noble, Inc., as borrower, the other borrowers, guarantors and lenders party thereto from time to time, Bank of America, N.A., as administrative agent, and the other agents party thereto. (44)

EXHIBIT 10.2 May 31, 2019 Barnes & Noble, Inc. 122 Fifth Avenue New York, New York 10011 Attention: Brett Gelberg Re: Amendment of Credit Agreement Section 7.04 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of August 3, 2015 (as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2016 and that certain Second Amendment t

Amendment No. 1 to Rights Agreement, by and among Barnes & Noble, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of June 6, 2019. (44)

EXHIBIT 4.1 EXECUTION VERSION AMENDMENT NO. 1 TO RIGHTS AGREEMENT June 6, 2019 Amendment No. 1 (this “Amendment”) to the Rights Agreement, dated as of October 3, 2018 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between BARNES & NOBLE, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Age

Amendment to the Company’s By-laws, dated as of June 6, 2019.

EXHIBIT 3.1 By-laws Amendment The By-laws are hereby amended to add a new Article XII, as set forth below: “Article XII FORUM FOR ADJUDICATION OF DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii)

BARNES & NOBLE TO BE ACQUIRED BY ELLIOTT, OWNER OF WATERSTONES, BRINGING TOGETHER THE LEADING BOOKSELLERS IN THE US AND THE UK All-cash acquisition of $6.50 per share delivers a significant premium for all shareholders Transaction concludes Barnes &

EXHIBIT 99.1 BARNES & NOBLE TO BE ACQUIRED BY ELLIOTT, OWNER OF WATERSTONES, BRINGING TOGETHER THE LEADING BOOKSELLERS IN THE US AND THE UK All-cash acquisition of $6.50 per share delivers a significant premium for all shareholders Transaction concludes Barnes & Noble strategic alternative review Elliott to pursue growth strategy at Barnes & Noble, empowering local stores across the US, while bene

Voting and Support Agreement, by and among the Significant Stockholders, Parent and the Company, dated as of June 6, 2019.

EXHIBIT 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of June 6, 2019 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Chapters Holdco Inc., a Delaware corporation (“Parent”), and, solely for purposes of Sections 7 and 9 through 19 hereof,

Letter to Booksellers by Leonard Riggio, the Company’s Founder and Chairman, on June 7, 2019.

EXHIBIT 99.2 Please see the enclosed press release announcing the sale of Barnes & Noble to Elliott Advisors, owner of Waterstones, the largest bookseller in the U.K. As you know, the Company has been seeking a new owner since October of last year. You should also know that there were many interested parties in the sale process, including others in our industry. The transaction will take several m

Amendment to the Company’s By-laws, dated as of June 6, 2019.

EXHIBIT 3.1 By-laws Amendment The By-laws are hereby amended to add a new Article XII, as set forth below: “Article XII FORUM FOR ADJUDICATION OF DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii)

Amendment of Credit Agreement Section 7.04, dated as of June 6, 2019, by and among the Company, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto.

EXHIBIT 10.2 May 31, 2019 Barnes & Noble, Inc. 122 Fifth Avenue New York, New York 10011 Attention: Brett Gelberg Re: Amendment of Credit Agreement Section 7.04 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of August 3, 2015 (as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2016 and that certain Second Amendment t

BKS / Barnes & Noble, Inc. DEFA14A - - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 6, 2019 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 001-12302 06-1196501 (State or other jurisdiction of incorporation or organization) (

Agreement and Plan of Merger, dated as of June 6, 2019, by and among the Company, Parent and Merger Sub.

EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CHAPTERS HOLDCO INC., CHAPTERS MERGER SUB INC. and BARNES & NOBLE, INC. Dated as of June 6, 2019 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 14 ARTICLE II THE MERGER 15 Section 2.1 Merger 15 Section 2.2 Charter and Bylaws 15 Section 2.3 Effective Time of th

Amendment No. 1 to Rights Agreement, by and among the Company and Computershare Trust Company, N.A, as Rights Agent, dated as of June 6, 2019.

EXHIBIT 4.1 EXECUTION VERSION AMENDMENT NO. 1 TO RIGHTS AGREEMENT June 6, 2019 Amendment No. 1 (this “Amendment”) to the Rights Agreement, dated as of October 3, 2018 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between BARNES & NOBLE, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Age

Press Release issued by the Company on June 7, 2019.

EXHIBIT 99.1 BARNES & NOBLE TO BE ACQUIRED BY ELLIOTT, OWNER OF WATERSTONES, BRINGING TOGETHER THE LEADING BOOKSELLERS IN THE US AND THE UK All-cash acquisition of $6.50 per share delivers a significant premium for all shareholders Transaction concludes Barnes & Noble strategic alternative review Elliott to pursue growth strategy at Barnes & Noble, empowering local stores across the US, while bene

BKS / Barnes & Noble, Inc. SD - - SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number: 1-12302 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 06-1196501 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 (Address of Principal

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2019 (March 19, 2019) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12302 (Commission

Barnes & Noble Appoints Joe Gorman as Executive Vice President, Operations

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: Mary Ellen Keating Alex Ortolani Senior Vice President Director Corporate Communications Corporate Communications Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3323 (212) 633-3379 [email protected] [email protected] Barnes & Noble Appoints Joe Gorman as Executive Vice President, Operations New York, New York – March 19, 2019 – Barnes & Noble, Inc. (N

Employment Agreement between Barnes & Noble, Inc. and Joseph C. Gorman

Exhibit 10.1 March 19, 2019 Mr. Joseph C. Gorman 122 Fifth Avenue New York, NY 10011 Dear Mr. Gorman: This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President, Operations of Barnes & Noble, Inc. (the “Company”). Accordingly, we are pleased to agree as follows: 1. Duties. You agree to be Executive Vice President,

Employment Agreement between Barnes & Noble, Inc. and Timothy Mantel

Exhibit 10.1 March 4, 2019 Mr. Timothy Mantel 122 Fifth Avenue New York, NY 10011 Dear Mr. Mantel: This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President, Chief Merchandising Officer of Barnes & Noble, Inc. (the “Company”). Accordingly, we are pleased to agree as follows: 1. Duties. You agree to be Executive V

Form of Retention Award Agreement

Exhibit 10.5 March 4, 2019 [Name] [Address] [City, State Zip] Retention Award Dear [●]: In recognition of your extraordinary efforts to date and to encourage your continued dedication to Barnes & Noble, Inc. (the “Company”), the Company has determined to provide you with a retention award pursuant to the terms of this letter agreement (this “Agreement”), effective as of March 4, 2019 (the “Grant D

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2019 (March 4, 2019) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-12302 (Commission F

Employment Agreement between Barnes & Noble, Inc. and William E. Wood

Exhibit 10.2 March 4, 2019 Mr. William E. Wood 122 Fifth Avenue New York, NY 10011 Dear Mr. Wood: This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President, President Digital of Barnes & Noble, Inc. (the “Company”). Accordingly, we are pleased to agree as follows: 1. Duties. You agree to be Executive Vice Preside

Employment Agreement between Barnes & Noble, Inc. and Mary Ellen Keating

Exhibit 10.3 March 4, 2019 Ms. Mary Ellen Keating 122 Fifth Avenue New York, NY 10011 Dear Ms. Keating: This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Senior Vice President, Corporate Communications of Barnes & Noble, Inc. (the “Company”). Accordingly, we are pleased to agree as follows: 1. Duties. You agree to be Senior Vice

Amendment to Employment Agreement between Barnes & Noble, Inc. and Allen W. Lindstrom

Exhibit 10.4 March 4, 2019 Mr. Allen W. Lindstrom 122 Fifth Avenue New York, NY 10011 Dear Mr. Lindstrom: Reference is made to that certain letter agreement by and between you and Barnes & Noble, Inc. (the “Company”), dated as of December 23, 2013 (the “Letter Agreement”). Capitalized terms contained herein but not defined shall have the meanings ascribed to them in the Letter Agreement. The purpo

Barnes & Noble Reports Fiscal 2019 Third Quarter Results Comparable Store Sales Increase 1.1% Updates EBITDA Outlook

Exhibit 99.1 Barnes & Noble Reports Fiscal 2019 Third Quarter Results Comparable Store Sales Increase 1.1% Updates EBITDA Outlook NEW YORK-(BUSINESS WIRE)-March 7, 2019-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2019 third quarter ended January 26, 2019. Total sales for the third quarter were $1.2 billion, flat with the prior year period. Comparable store sale

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 7, 2019 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File Nu

Barnes & Noble, Inc. Change in Control Severance Plan, dated December 4, 2018. (1)

EX-10.1 Exhibit 10.1 BARNES & NOBLE, INC. CHANGE IN CONTROL SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION 1. Introduction. The purpose of this Barnes & Noble, Inc. Change in Control Severance Plan (the “Plan”) is to provide assurances of specified benefits to certain employees of the Company and its Affiliates in the event that, during the twenty-four (24) months following a Change in Control, (i) s

Barnes & Noble, Inc. Change in Control Severance Plan, dated December 4, 2018. (41)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BKS / Barnes & Noble, Inc. / VANGUARD GROUP INC Passive Investment

barnesnobleinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Barnes & Noble Inc Title of Class of Securities: Common Stock CUSIP Number: 067774109 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to

BKS / Barnes & Noble, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* BARNES & NOBLE INC (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 January 15, 2019 (January 9, 2019) Date of Report (Date of earliest event reported) Commission file number: 1-12302 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 06-1196501 (State or other juri

Barnes & Noble Reports Holiday Sales Results Comparable Store Sales Increase 4.0% between Black Friday and New Year’s Day

Exhibit 99.1 Barnes & Noble Reports Holiday Sales Results Comparable Store Sales Increase 4.0% between Black Friday and New Year’s Day NEW YORK-(BUSINESS WIRE)-January 10, 2019-Barnes & Noble, Inc. (NYSE: BKS) today reported comparable store sales increased 4.0% between Black Friday and New Year’s Day and 1.3% for the nine-week holiday period ending December 29, 2018, making the best comparable sa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 10, 2019 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File

BKS / Barnes & Noble, Inc. / TISCH DANIEL R - SC 13G/A NO 8 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8) Barnes & Noble, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

BKS / Barnes & Noble, Inc. FORM 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2018 (December 4, 2018) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporati

BKS / Barnes & Noble, Inc. / RIGGIO LEONARD - AMENDMENT NO. 19 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19) BARNES & NOBLE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 067774109 (CUSIP Number) Leonard Riggio c/o Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 with a copy to: Joe Frumkin

SCHEDULE 13D

SCHEDULE 13D CUSIP No. 067774109 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of Leonard Riggio, Louise Riggio and The Riggio Foundation hereby agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Barnes & Noble, Inc., and further agrees tha

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 20, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission Fil

Barnes & Noble Reports Fiscal 2019 Second Quarter Financial Results Best Comparable Store Sales in over Two Years EBITDA Significantly Improves over the Prior Year

Exhibit 99.1 Barnes & Noble Reports Fiscal 2019 Second Quarter Financial Results Best Comparable Store Sales in over Two Years EBITDA Significantly Improves over the Prior Year NEW YORK-(BUSINESS WIRE)-November 20, 2018-Barnes & Noble, Inc. (NYSE: BKS) today reported sales and earnings for its fiscal 2019 second quarter ended October 27, 2018. Total sales for the second quarter were $771 million,

Letter Agreement, dated February 11, 2014, between the Company and Mary Ellen Keating. (3)

EX-10.2 Exhibit 10.2 Exhibit 10.2 February 11, 2014 Mary Ellen Keating Dear Mary Ellen, As a valued employee in an important leadership role, we would like to extend an additional benefit to you which will provide financial security in the event your employment is terminated. Effective immediately, the following terms and conditions will apply to your employment: In the event that your employment

Letter Agreement, dated February 11, 2014, between the Company and Mary Ellen Keating. (40)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Offer of Employment to William Wood, dated November 23, 2015. (3)

EX-10.3 Exhibit 10.3 Exhibit 10.3 November 23, 2015 William Wood Dear Bill, It’s my pleasure to confirm our offer of employment with Barnes & Noble, Inc. (“Company”). The following represents the key elements of our offer: Position: Vice President, Chief Information Officer Reports to: Ron Boire—Chief Executive Officer Starting Date: December 14, 2015 Base Salary: $500,000 per annum, subject to ap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 October 19, 2018 Date of Report (Date of earliest event reported) Commission file number: 1-12302 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 06-1196501 (State or other jurisdiction of incorp

Barnes & Noble Names New Board Member

EXHIBIT 99.1 Barnes & Noble Names New Board Member October 17, 2018 04:15 PM Eastern Daylight Time NEW YORK-(BUSINESS WIRE)-Barnes & Noble, Inc. (NYSE: BKS), the nation’s largest retail bookseller, today announced the appointment of Irwin D. Simon, Founder, President and Chief Executive Officer of The Hain Celestial Group, Inc., to its Board of Directors. Mr. Simon founded Hain Celestial, a leadin

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2018 (October 3, 2018) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of inco

BKS / Barnes & Noble, Inc. FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 06-1196501 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 3, 2018 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission File

Rights Agreement, dated as of October 3, 2018, between Barnes & Noble, Inc. and Computershare Trust Company, N.A., as Rights Agent.

EXHIBIT 4.1 EXECUTION VERSION RIGHTS AGREEMENT dated as of October 3, 2018 between BARNES & NOBLE, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent TABLE OF CONTENTS SECTION 1. Certain Definitions 1 SECTION 2. Appointment of Rights Agent 13 SECTION 3. Issue of Rights and Right Certificates 13 SECTION 4. Form of Right Certificates 16 SECTION 5. Execution, Countersignature and Registratio

Barnes & Noble Announces Strategic Alternatives Process

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Mary Ellen Keating Andy Milevoj Senior Vice President Vice President Corporate Communications Investor Relations and Corporate Finance Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3323 (212) 633-3489 [email protected] [email protected] Barnes & Noble Announces Strategic Alternatives Process New York, NY (October 3, 2018)-Barnes

Form of Certificate of Designation of Series K Preferred Stock of Barnes & Noble, Inc.

EXHIBIT 3.1 CERTIFICATE OF THE DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES K PREFERRED STOCK OF BARNES & NOBLE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, BARNES & NOBLE, INC., a corporation organized and existing under the General Corporation Law of the

BKS / Barnes & Noble, Inc. SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 6, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission Fil

Barnes & Noble Reports Fiscal 2019 First Quarter Financial Results Sales Consistently Improve Throughout the First Quarter and into the Second Quarter

Exhibit 99.1 Barnes & Noble Reports Fiscal 2019 First Quarter Financial Results Sales Consistently Improve Throughout the First Quarter and into the Second Quarter NEW YORK-(BUSINESS WIRE)-September 6, 2018-Barnes & Noble, Inc. (NYSE: BKS) today reported sales and earnings for its fiscal 2019 first quarter ended July 28, 2018. Total sales for the first quarter were $795 million, declining 6.9% as

BKS / Barnes & Noble, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BKS / Barnes & Noble, Inc. / Schottenfeld Opportunities Fund Ii, Lp - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) Richard Schottenfeld Schottenfeld Management Corp. 800 3rd Avenue, 10th Floor New York, NY 10022 (212) 300-2204

Pages 46 and 47 from the Barnes & Noble, Inc. Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on August 24, 2018.

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Release Agreement with Fred Argir

Exhibit 10.1 GENERAL RELEASE AND WAIVER 1. Termination Date. Fred Argir (“Employee”) acknowledges and agrees that Employee’s employment with Barnes and Noble, Inc. (the “Company”) has ended effective at 11:59 pm on August 3, 2018 (the “Separation Date”). This General Release and Waiver (the “Release”) is made and entered into by and between Employee, on his/her behalf and on behalf of his/her heir

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2018 (August 6, 2018) BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-12302 06-1196501 (State or Other Jurisdiction of Incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-12302 06-1196501 (State or Other Jurisdiction of Incorporation) (Commission File N

BKS / Barnes & Noble, Inc. / Schottenfeld Opportunities Fund Ii, Lp - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Barnes & Noble, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 067774109 (CUSIP Number) Richard Schottenfeld Schottenfeld Management Corp. 800 3rd Avenue, 10th Floor New York, NY 10022 (212) 300-2

Barnes & Noble Announces Amendment and Extension of Its Existing $750 Million Credit Facility

Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Mary Ellen Keating Andy Milevoj Senior Vice President Vice President Corporate Communications Investor Relations and Corporate Finance Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3323 (212) 633-3489 [email protected] [email protected] Barnes & Noble Announces Amendment and Extension of Its Existing $750 Million Credit Facility

Second Amendment to Credit Agreement, dated as of July 13, 2018, by and among Barnes & Noble, Inc., as borrower, the other borrowers, guarantors and lenders party thereto from time to time, Bank of America, N.A., as administrative agent, and the other agents party thereto*

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of July 13, 2018 (this “Amendment”), is by and among BANK OF AMERICA, N.A., in its capacities as administrative agent, collateral agent and swing line lender, pursuant to the Credit Agreement defined below (in such capacities, the “Administrative Agent”), the undersigned existing lenders (collecti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2018 (July 13, 2018) BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-12302 06-1196501 (State or Other Jurisdiction of Incorporation) (C

Barnes & Noble Announces CEO Termination

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Mary Ellen Keating Andy Milevoj Senior Vice President Vice President Corporate Communications Investor Relations and Corporate Finance Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3323 (212) 633-3489 [email protected] [email protected] Barnes & Noble Announces CEO Termination New York, NY (July 3, 2018)—The Board of Directors o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2018 (July 3, 2018) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Com

Barnes & Noble Reports Fiscal 2018 Year-End Financial Results

Exhibit 99.1 Barnes & Noble Reports Fiscal 2018 Year-End Financial Results NEW YORK-(BUSINESS WIRE)-June 21, 2018-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2018 fourth quarter and full-year ended April 28, 2018. Total sales were $786 million for the quarter and $3.7 billion for the full year, decreasing 4.3% and 6.0% over the prior year periods, respectively.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 21, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File Nu

List of Significant Subsidiaries. (38)

EX-21.1 Exhibit 21.1 Significant Subsidiaries of Barnes & Noble, Inc. 1. Barnes & Noble Booksellers, Inc., a Delaware corporation. 2. Barnes & Noble Marketing Services LLC, a Virginia limited liability company. 3. Barnes & Noble Purchasing, Inc., a New York corporation. 4. Barnes & Noble Services, Inc., a New York corporation. 5. NOOK Digital, LLC, a Delaware limited liability company. 6. Sterling

The sections of the Company’s Annual Report entitled: “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Consolidated Statements of Operations,” “Consolidated Statements of Comprehensive Income (Loss),” “Consolidated Balance Sheets,” “Consolidated Statements of Changes in Shareholders’ Equity,” “Consolidated Statements of Cash Flows,” “Notes to Consolidated Financial Statements” and “The Report of Independent Registered Public Accounting Firm.” (38)

EX-13.1 Exhibit 13.1 SELECTED CONSOLIDATED FINANCIAL DATA The selected consolidated financial data of Barnes & Noble, Inc. and its subsidiaries (collectively, the Company) set forth on the following pages should be read in conjunction with the consolidated financial statements and notes included elsewhere in this report. The Company’s fiscal year is comprised of 52 or 53 weeks, ending on the Satur

Code of Business Conduct and Ethics. (38)

EX-14.1 Exhibit 14.1 Code of Business Conduct & Ethics Last amended April 29, 2015 INTRODUCTION It is the policy of Barnes & Noble, Inc. (together with its subsidiaries and affiliates, “Barnes & Noble” or the “Company”) to conduct its business with the highest level of integrity and ethical standards and to follow the law. Following the law both in letter and in spirit is the foundation of Barnes

BKS / Barnes & Noble, Inc. FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BKS / Barnes & Noble, Inc. FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number: 1-12302 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 06-1196501 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 (Address of Princ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 14, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File N

Barnes & Noble Declares Quarterly Dividend Issues Fiscal 2019 Outlook

Exhibit 99.1 Barnes & Noble Declares Quarterly Dividend Issues Fiscal 2019 Outlook NEW YORK-(BUSINESS WIRE)-March 14, 2018-Barnes & Noble, Inc. (NYSE:BKS) today announced that its Board of Directors declared a quarterly cash dividend of $0.15 per share, payable on April 27, 2018 to stockholders of record at the close of business on April 6, 2018. In addition to the fiscal 2018 outlook provided on

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 1, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File Nu

Barnes & Noble Reports Fiscal 2018 Third Quarter Financial Results Company Outlines Strategic Turnaround Plan

Exhibit 99.1 Barnes & Noble Reports Fiscal 2018 Third Quarter Financial Results Company Outlines Strategic Turnaround Plan NEW YORK-(BUSINESS WIRE)-March 1, 2018-Barnes & Noble, Inc. (NYSE: BKS) today reported sales and earnings for its fiscal 2018 third quarter ended January 27, 2018. Additionally, the Company outlined elements of its strategic turnaround plan. Total sales for the third quarter w

BKS / Barnes & Noble, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BKS / Barnes & Noble, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Barnes & Noble, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Costs Associated with Exit or Disposal Activities

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 (February 12, 2018) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of

BKS / Barnes & Noble, Inc. / VANGUARD GROUP INC Passive Investment

barnesnobleinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Barnes & Noble Inc Title of Class of Securities: Common Stock CUSIP Number: 067774109 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to

BKS / Barnes & Noble, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* BARNES & NOBLE INC (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

BKS / Barnes & Noble, Inc. / TISCH DANIEL R - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Barnes & Noble, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Barnes & Noble Reports Holiday Comparable Store Sales

Exhibit 99.1 Barnes & Noble Reports Holiday Comparable Store Sales NEW YORK-(BUSINESS WIRE)-January 4, 2018-Barnes & Noble, Inc. (NYSE: BKS) today reported holiday sales for the nine-week holiday period ending December 30, 2017. Total sales for the holiday period were $953 million, declining 6.4% as compared to the prior year. Comparable store sales also declined 6.4% for the holiday period, while

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 4, 2018 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File

BKS / Barnes & Noble, Inc. / RIGGIO LEONARD - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 18) Barnes & Noble, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 067774109 (CUSIP Number) Leonard Riggio c/o Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 with a copy to: Bryan Cave

Barnes & Noble Reports Fiscal 2018 Second Quarter Financial Results Reiterates Full-Year Guidance

Exhibit 99.1 Barnes & Noble Reports Fiscal 2018 Second Quarter Financial Results Reiterates Full-Year Guidance NEW YORK-(BUSINESS WIRE)-November 30, 2017-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2018 second quarter ended October 28, 2017. Total sales for the second quarter were $791.1 million, declining 7.9% as compared to the prior year. Comparable store sa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 30, 2017 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission Fil

BKS / Barnes & Noble, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Certificate of Incorporation of the Company. (36)

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARNES & NOBLE, INC.* BARNES & NOBLE, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: “FIRST: The name of the corporation is Barnes & Noble, Inc. (the “Corporation”). SECOND: The registered office of the Corporation is to be located at 32 Loockerman Square, Suite

Amended and Restated By-laws of the Company. (36)

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF BARNES & NOBLE, INC.* ARTICLE I OFFICES SECTION 1. Delaware Office. The office of Barnes & Noble, Inc. (the “Corporation”) within the State of Delaware shall be in the City of Dover, County of Kent. SECTION 2. Other Offices. The Corporation may also have an office or offices and keep the books and records of the Corporation, except as otherwise ma

Barnes & Noble FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2017 (September 28, 2017) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction o

General Release and Waiver Agreement with Mary Amicucci. (37)

EX-10.1 Exhibit 10.1 GENERAL RELEASE AND WAIVER 1. Termination Date. Mary Amicucci (?Employee?) acknowledges and agrees that Employee?s employment with Barnes & Noble, Inc. (the ?Company ?) has ended effective September 29, 2017 (the ?Separation Date?). This General Release and Waiver (the ?Release?) is made and entered into by and between Employee, on his/her behalf and on behalf of his/her heirs

Amendment to the Company’s Amended and Restated By-Laws

EX-3.2 Exhibit 3.2 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF BARNES & NOBLE, INC. Section 2 of Article III of the Amended and Restated By-laws of Barnes & Noble, Inc. is hereby amended and restated to read in its entirety as follows: SECTION 2. Terms and Vacancies. The directors, other than those who may be elected by the holders of any series of the Preferred Stock pursuant to a resolution of

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARNES & NOBLE, INC. (Pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware) Barnes & Noble, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?Delaware General Corporat

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2017 (September 19, 2017) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction o

Barnes & Noble Reports Fiscal 2018 First Quarter Financial Results First Quarter Operating Results Improve on Expense Reductions

Exhibit 99.1 Barnes & Noble Reports Fiscal 2018 First Quarter Financial Results First Quarter Operating Results Improve on Expense Reductions NEW YORK-(BUSINESS WIRE)-September 7, 2017-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2018 first quarter ended July 29, 2017. Total sales for the first quarter were $853 million, declining 6.6% as compared to the prior y

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 7, 2017 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission Fil

Form of Performance-Based Stock Unit Award Agreement pursuant to the Company’s Amended & Restated 2009 Incentive Plan. (35)

EX-10.5 Exhibit 10.5 PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble, Inc. Amended and Restated 2009 Incentive Plan THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the Grant Acceptance, represents the grant of such target number of performance-based stock units set forth in the Grant Acce

Letter Agreement, dated January 7, 2016, between the Company and Mary Amicucci.

EX-10.2 Exhibit 10.2 January 7, 2016 Mary Amicucci Dear Mary, It’s my pleasure to confirm our offer. The following represents the key elements of our offer: Position: Chief Merchandising Officer Reports to: Jaime Carey – Chief Operations Officer Starting Date: January 4, 2016 Base Salary: $525,000 per annum, subject to appropriate tax withholdings and deductions, payable in accordance with the Com

Retention Bonus Agreement, dated February 7, 2014, between the Company and Mary Amicucci. (35)

EX-10.1 Exhibit 10.1 RETENTION BONUS AGREEMENT February 7, 2014 Mary Amicucci The Company has approved a one-time retention bonus to you in the amount of $264,443 (your “Retention Bonus”). Your Retention Bonus will vest with respect to 50% of the amount if you are continuously employed by the Company through February 7, 2016 (the “Initial Vesting Date”) and with respect to the remaining 50% of the

BKS / Barnes & Noble, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Barnes & Noble, Inc. 2017 Incentive Compensation Plan, Vice President, Merchandising. (35)

EX-10.3 Exhibit 10.3 Barnes & Noble, Inc. 2017 Incentive Compensation Plan Vice President, Merchandising Objective The objective of the Incentive Compensation Plan (the “Plan”) is to reward key employees who have an impact on the overall results of the Company. Bonuses are based on achieving established Company financial goals and individual financial goals. Eligibility and Bonus Targets Vice Pres

Consulting Agreement, dated July 18, 2017, between the Company and David Deason. (35)

EX-10.4 Exhibit 10.4 EXECUTION COPY CONSULTING AGREEMENT Agreement made this 18th day of July, 2017 by and between BARNES & NOBLE, INC., a Delaware limited liability company having its principal place of business at 122 Fifth Avenue, New York, New York 10011 (“B&N”), and David Deason, having a principal place of business at (“Consultant”). 1. Scope of Work. All work to be performed by Consultant s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2017 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission Fi

Barnes & Noble DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Barnes & Noble PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2017 (July 17, 2017) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (C

POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A. Feuer, Peter M. Herpich, Allen W. Lindstrom, Sheedeh Moayery and Michelle L. Smith, each of whom may act individually, as my tr

EXHIBIT 24 POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A.

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2017 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission File N

Barnes & Noble Reports Fiscal 2017 Year-End Financial Results Company Exceeds Prior Year Operating Profit on Cost Reductions

Exhibit 99.1 Barnes & Noble Reports Fiscal 2017 Year-End Financial Results Company Exceeds Prior Year Operating Profit on Cost Reductions NEW YORK-(BUSINESS WIRE)-June 22, 2017-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2017 fourth quarter and full-year ended April 29, 2017. Total sales were $821 million for the quarter and $3.9 billion for the full year, decr

F-1 (In thousands of dollars, except per share data) Fiscal 2017 Fiscal 2016 Fiscal 2015 Fiscal 2014 Fiscal 2013 OTHER OPERATING DATA: Number of Barnes & Noble Retail stores 633 640 648 661 675 Comparable sales increase (decrease): Barnes & Noble Ret

EX-13.1 Exhibit 13.1 SELECTED CONSOLIDATED FINANCIAL DATA The selected consolidated financial data of Barnes & Noble, Inc. and its subsidiaries (collectively, the Company) set forth on the following pages should be read in conjunction with the consolidated financial statements and notes included elsewhere in this report. The Company’s fiscal year is comprised of 52 or 53 weeks, ending on the Satur

GENERAL RELEASE AND WAIVER

EX-10.92 Exhibit 10.92 GENERAL RELEASE AND WAIVER 1. Jaime Carey (“Employee”) hereby acknowledges and agrees that Employee’s employment with Barnes & Noble, Inc. (the “Company”) terminated on February 10, 2017 (the “Termination Date”). 2. Employee acknowledges and agrees that Employee’s executing this General Release and Waiver (“Release”) is a condition precedent to the Company’s obligation to pa

BKS / Barnes & Noble, Inc. FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Significant Subsidiaries of Barnes & Noble, Inc.

EX-21.1 4 d389058dex211.htm EX-21.1 Exhibit 21.1 Significant Subsidiaries of Barnes & Noble, Inc. 1. Barnes & Noble Booksellers, Inc., a Delaware corporation. 2. Barnes & Noble International LLC, a Delaware limited liability company. 3. Barnes & Noble Marketing Services LLC, a Virginia limited liability company. 4. Barnes & Noble Purchasing, Inc., a New York corporation. 5. Barnes & Noble Services

Barnes & Noble FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number: 1-12302 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 06-1196501 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 (Address of Princ

BARNES & NOBLE PROMOTES DEMOS PARNEROS TO CHIEF EXECUTIVE OFFICER

Exhibit 99.1 BARNES & NOBLE PROMOTES DEMOS PARNEROS TO CHIEF EXECUTIVE OFFICER New York, NY ? April 27, 2017 ? Barnes & Noble, Inc. (NYSE: BKS), today announced the promotion of Demos Parneros to Chief Executive Officer and a member of the Company?s Board of Directors, effective immediately. Commensurate with the appointment of Mr. Parneros, Leonard Riggio will step down as CEO and remain Chairman

Amendment to Employment Agreement between the Company and Demos Parneros, dated April 27, 2017. (34)

Exhibit 10.1 April 27, 2017 Mr. Demos Parneros 122 Fifth Avenue New York, NY 10011 Dear Mr. Parneros: Reference is made to that certain letter agreement by and between you and Barnes & Noble, Inc. (the ?Company?), dated as of November 17, 2016 (the ?Letter Agreement?). Capitalized terms contained herein but not defined shall have the meanings ascribed to them in the Letter Agreement. The purpose o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2017 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission File

BKS / Barnes & Noble, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Barnes & Noble, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 067774109 (CUSIP Number) April 18, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A. Feuer, Peter M. Herpich, Allen W. Lindstrom, Sheedeh Moayery and Michelle L. Smith, each of whom may act individually, as my tr

Exhibit 24 POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2017 (April 5, 2017) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (C

Barnes & Noble ESP

April 5, 2017 Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2017 (March 15, 2017) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation)

Barnes & Noble FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 2, 2017 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File Nu

Barnes & Noble Reports Fiscal 2017 Third Quarter Financial Results

Exhibit 99.1 Barnes & Noble Reports Fiscal 2017 Third Quarter Financial Results NEW YORK-(BUSINESS WIRE)-March 2, 2017-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2017 third quarter ended January 28, 2017. Total sales for the third quarter were $1.3 billion, declining 8.0% as compared to the prior year. Retail sales, which include Barnes & Noble stores and BN.c

BKS / Barnes & Noble, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Barnes & Noble 3G/A (Passive Acquisition of More Than 5% of Shares)

barnesnobleinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Barnes & Noble Inc Title of Class of Securities: Common Stock CUSIP Number: 067774109 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to

BKS / Barnes & Noble, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BARNES & NOBLE INC (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

BKS / Barnes & Noble, Inc. / TISCH DANIEL R - DANIEL R. TISCH SC 13G A NO 6 12-31-2016 (BARNES & NOBLE, INC) Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Barnes & Noble, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Barnes & Noble Reports Holiday Comparable Store Sales Despite Sales Shortfall, Company Expects to Exceed Fiscal 2016 Operating Profit Updates Full-Year Outlook

Exhibit 99.1 Barnes & Noble Reports Holiday Comparable Store Sales Despite Sales Shortfall, Company Expects to Exceed Fiscal 2016 Operating Profit Updates Full-Year Outlook NEW YORK-(BUSINESS WIRE)-January 5, 2017-Barnes & Noble, Inc. (NYSE:BKS) today reported that comparable store sales decreased 9.1% for the nine-week holiday period ending December 31, 2016. Online sales increased approximately

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 5, 2017 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2016 (December 7, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporat

POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A. Feuer, Peter M. Herpich, Allen W. Lindstrom, Sheedeh Moayery and Michelle L. Smith, each of whom may act individually, as my tr

Exhibit 24 POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A.

Barnes & Noble FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 22, 2016 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission Fil

Barnes & Noble Reports Fiscal 2017 Second Quarter Financial Results

Exhibit 99.1 Barnes & Noble Reports Fiscal 2017 Second Quarter Financial Results NEW YORK-(BUSINESS WIRE)-November 22, 2016-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2017 second quarter ended October 29, 2016. Total sales for the second quarter were $858.5 million, declining 4.0% as compared to the prior year. Retail sales, which include Barnes & Noble stores

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2016 (November 17, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorpora

Employment Agreement between the Company and Demos Parneros, dated November 21, 2016. (33)

Exhibit 10.1 November 17, 2016 Mr. Demos Parneros 122 Fifth Avenue New York, NY 10011 Dear Mr. Parneros: This letter agreement (the ?Agreement?) is intended to set forth our mutual understanding regarding your employment as Chief Operating Officer of Barnes & Noble, Inc. (the ?Company?). Accordingly, we are pleased to agree as follows: 1. Duties. You agree to be Chief Operating Officer of the Comp

Barnes & Noble Appoints Demos Parneros as Chief Operating Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: Mary Ellen Keating Andy Milevoj Senior Vice President Vice President Corporate Communications Investor Relations Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3323 (212) 633-3489 [email protected] [email protected] Barnes & Noble Appoints Demos Parneros as Chief Operating Officer New York, NY ? November 21, 2016 ? Barnes & Noble, Inc. (NYSE: BKS), the

GENERAL RELEASE AND WAIVER

Exhibit 10.1 GENERAL RELEASE AND WAIVER 1. Barnes & Noble, Inc. (the ?Company?) and Ronald D. Boire (?Employee?) hereby acknowledge and agree that: (a) Employee?s employment with the Company terminated on August 16, 2016 (the ?Termination Date?); and (b) this General Release and Waiver (?Release?) is intended to settle all claims between Employee and the Company in accordance with the terms set fo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2016 (October 26, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporati

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2016 (September 30, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporat

First Amendment to Credit Agreement, dated as of September 30, 2016, by and among Barnes & Noble, Inc., as borrower, the other borrowers, guarantors and lenders party thereto from time to time, Bank of America, N.A., as administrative agent, and the other agents party thereto. (32)

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 30, 2016 (this ? Amendment?), is by and among Bank of America, N.A., in its capacities as administrative agent, collateral agent and swing line lender, pursuant to the Credit Agreement defined below (in such capacities, the ? Administrative Agent?), the undersigned existing lenders and

Barnes & Noble FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 16, 2016 (September 14, 2016) BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A.

Barnes & Noble Reports Fiscal 2017 First Quarter Financial Results

Exhibit 99.1 Barnes & Noble Reports Fiscal 2017 First Quarter Financial Results NEW YORK-(BUSINESS WIRE)-September 8, 2016-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2017 first quarter ended July 30, 2016. Total sales for the first quarter were $913.9 million, declining 6.6% as compared to the prior year. Retail sales, which include Barnes & Noble stores and B

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 8, 2016 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission Fil

Barnes & Noble FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Barnes & Noble Announces CEO Departure

Exhibit 99.1 Barnes & Noble Announces CEO Departure New York, NY (August 16, 2016)—The Board of Directors of Barnes & Noble, Inc. (NYSE: BKS) today announced the departure of its Chief Executive Officer, Ronald D. Boire. The Board of Directors determined that Mr. Boire was not a good fit for the organization and that it was in the best interests of all parties for him to leave the Company. The Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2016 (August 16, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2016 (August 16, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation

Barnes & Noble Announces CEO Departure

Exhibit 99.1 Barnes & Noble Announces CEO Departure New York, NY (August 16, 2016)—The Board of Directors of Barnes & Noble, Inc. (NYSE: BKS) today announced the departure of its Chief Executive Officer, Ronald D. Boire. The Board of Directors determined that Mr. Boire was not a good fit for the organization and that it was in the best interests of all parties for him to leave the Company. The Com

Barnes & Noble CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2016 (July 26, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (C

Barnes & Noble DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

F-1 Fiscal Year (In thousands of dollars, except per share data) Fiscal 2016 Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2012 OTHER OPERATING DATA: Number of Barnes & Noble Retail stores 640 648 661 675 691 Comparable sales increase (decrease): Barnes

EX-13.1 Exhibit 13.1 SELECTED CONSOLIDATED FINANCIAL DATA The selected consolidated financial data of Barnes & Noble, Inc. and its subsidiaries (collectively, the Company) set forth on the following pages should be read in conjunction with the consolidated financial statements and notes included elsewhere in this report. The Company?s fiscal year is comprised of 52 or 53 weeks, ending on the Satur

Form of Restricted Stock Unit Award Certificate. (31)

EX-10.82 Exhibit 10.82 Restricted Stock Unit Award Certificate Granted To: Name Street Address City, State Zip Code You have been granted Restricted Stock Units (?RSUs?) of Barnes & Noble, Inc., as described below. Subject to the terms of the Restricted Stock Unit Award Agreement, and the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan (the ?Plan?) each RSU constitutes an unfunded an

Restricted Stock Unit Award Agreement pursuant to the Company’s Amended and Restated 2009 Incentive Plan. (31)

EX-10.80 Exhibit 10.80 RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (?Agreement?), effective as of the grant date (?Grant Date?) set forth in the attached Restricted Stock Unit Award Certificate (the ?Certificate?), represents the grant of such number of restricted stock units (

Form of Performance-Based Stock Unit Award Certificate. (31)

EX-10.83 Exhibit 10.83 Performance-Based Stock Unit Award Certificate PERSONAL & CONFIDENTIAL Granted To: Name Address City, State Zip You have been awarded Performance-Based Stock Units (?PSUs?) of Barnes & Noble, Inc., as described below. Subject to the terms of the Performance-Based Stock Unit Award Agreement and the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan (the ?Plan?), ea

Barnes & Noble FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Performance-Based Stock Unit Award Agreement pursuant to the Company’s 2009 Incentive Plan. (31)

EX-10.81 Exhibit 10.81 PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (?Agreement?), effective as of the grant date (?Grant Date?) set forth in the attached Performance-Based Stock Unit Award Certificate (the ?Certificate?), represents the grant of such target number

Retention Bonus Agreement, dated March 4, 2014, between the Company and David Deason. (31)

EX-10.85 Exhibit 10.85 RETENTION BONUS AGREEMENT February 7, 2014 David Deason The Company has approved a one-time retention bonus to you in the amount of $755,550 (your ?Retention Bonus?). Your Retention Bonus will vest with respect to 50% of the amount if you are continuously employed by the Company through February 7, 2016 (the ?Initial Vesting Date?) and with respect to the remaining 50% of th

Offer of Employment to Frederic Argir, dated June 12, 2015. (31)

EX-10.86 Exhibit 10.86 June 12, 2015 Frederic Argir 339 East Shore Road Greenwood Lake, NY 10925 Dear Fred, It is my pleasure to confirm our offer of employment to join Barnes & Noble, Inc. The following represents the key elements of our offer: Position: Vice President, Chief Digital Officer Reports to: Jaime Carey ? Chief Merchandising Officer Start date: July 27, 2015 Base salary: $500,000 per

Letter to David Deason regarding terms and conditions of employment, dated February 11, 2014. (31)

EX-10.84 Exhibit 10.84 February 11, 2014 David Deason 5212 Creekpoint Drive Plano, TX 75093 Dear David, As a valued employee in an important leadership role, we would like to extend an additional benefit to you which will provide financial security in the event your employment is terminated. Effective immediately, the following terms and conditions will apply to your employment: In the event that

Agreement Regarding Certain Terms and Conditions of Employment, dated June 25, 2015, between the Company and Frederic Argir. (31)

EX-10.87 Exhibit 10.87 AGREEMENT REGARDING CERTAIN TERMS AND CONDITIONS OF EMPLOYMENT This agreement is by and between Barnes & Noble, Inc. (?Company?) and Frederic Argir (?Employee?). In consideration of the Employee being hired by the Company, the Company providing Employee access to Trade Secret, Confidential Information, and other Company Property that is necessary to perform his/her work, the

Barnes & Noble CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2016 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission File N

Barnes & Noble Announces Two Executive Appointments Jaime Carey Promoted to President of Development & Restaurant Group Michael Ladd Named New Vice President of Stores

Exhibit 99.1 Barnes & Noble Announces Two Executive Appointments Jaime Carey Promoted to President of Development & Restaurant Group Michael Ladd Named New Vice President of Stores New York, NY ? June 23, 2016 ? Barnes & Noble, Inc. (NYSE: BKS), the nation?s largest retail bookseller and a leading retailer of content, digital media and educational products, today announced two executive appointmen

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2016 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission File N

NYSE:BKS June 23, 2016 Investor Presentation Forward-Looking Statements This presentation contains statements that may be characterized as forward‐looking statements under the Private Securities Litigation Reform Act of 1995. Those statements represe

Exhibit 99.1 NYSE:BKS June 23, 2016 Investor Presentation Forward-Looking Statements This presentation contains statements that may be characterized as forward?looking statements under the Private Securities Litigation Reform Act of 1995. Those statements represent the current beliefs of management with respect to future events, financial performance and industry conditions. Those statements also

Barnes & Noble Reports Fiscal 2016 Year-End Financial Results Full-Year Comparable Store Sales are Flat – In-Line with Guidance Core Comparable Store Sales Increase 0.4% Company to Host Investor Day to Discuss Long-Term Objectives

Exhibit 99.1 Barnes & Noble Reports Fiscal 2016 Year-End Financial Results Full-Year Comparable Store Sales are Flat ? In-Line with Guidance Core Comparable Store Sales Increase 0.4% Company to Host Investor Day to Discuss Long-Term Objectives New York, NY (June 22, 2016)?Barnes & Noble, Inc. (NYSE: BKS) today reported sales and earnings for its fiscal 2016 fourth quarter and full-year ended April

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2016 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commission File N

Significant Subsidiaries of Barnes & Noble, Inc.

EX-21.1 Exhibit 21.1 Significant Subsidiaries of Barnes & Noble, Inc. 1. Barnes & Noble Booksellers, Inc., a Delaware corporation. 2. Barnes & Noble International LLC, a Delaware limited liability company. 3. Barnes & Noble Marketing Services LLC, a Virginia limited liability company. 4. Barnes & Noble Purchasing, Inc., a New York corporation. 5. Barnes & Noble Services, Inc., a New York corporati

Barnes & Noble FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number: 1-12302 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 06-1196501 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 (Address of Princ

Conflict Minerals Report

EX-1.01 Exhibit 1.01 Conflict Minerals Report This report is the Conflict Minerals Report of Barnes & Noble, Inc. (the ?Company?) for the reporting period January 1, 2015 to December 31, 2015 pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 and associated guidance issued by the Securities and Exchange Commission. In this Conflict Minerals Report, unless otherwise specified or unles

Second Amendment to the Commercial Agreement, dated May 18, 2016, made by and between NOOK DIGITAL, LLC f/k/a barnesandnoble.com llc, and SAMSUNG ELECTRONICS AMERICA, INC. (30)

Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH ?[***]?. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NO. 2 TO COMMERCIAL AGREEMENT This Amendment No

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2016 (May 17, 2016) BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Com

Other Events

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2016 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (

Barnes & Noble FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 3, 2016 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File Nu

Barnes & Noble Reports Fiscal 2016 Third Quarter Financial Results Core Comparable Store Sales Increase 1.3%, Marking Second Consecutive Increase NOOK® Losses Decrease 62% Consolidated EBITDA Increases to $169 million

Exhibit 99.1 Barnes & Noble Reports Fiscal 2016 Third Quarter Financial Results Core Comparable Store Sales Increase 1.3%, Marking Second Consecutive Increase NOOK? Losses Decrease 62% Consolidated EBITDA Increases to $169 million NEW YORK-(BUSINESS WIRE)-March 3, 2016-Barnes & Noble, Inc. (NYSE:BKS) today reported sales and earnings for its fiscal 2016 third quarter ended January 30, 2016. Sales

BKS / Barnes & Noble, Inc. / VANGUARD GROUP INC Passive Investment

barnesandnobleinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Barnes & Noble Inc Title of Class of Securities: Common Stock CUSIP Number: 067774109 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box

BKS / Barnes & Noble, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BARNES & NOBLE INC (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Barnes & Noble AMENDMENT NO. 2 (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

BKS / Barnes & Noble, Inc. / TISCH DANIEL R - DANIEL R. TISCH SC 13G A NO 5 12-31-2015 (BARNES & NOBLE, INC) Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Barnes & Noble, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 067774109 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Barnes & Noble Reports Holiday Sales Results Core Comparable Sales Increase of 1.6% Marks Second Consecutive Holiday Increase Company Reiterates Full-Year Outlook

Exhibit 99.1 Barnes & Noble Reports Holiday Sales Results Core Comparable Sales Increase of 1.6% Marks Second Consecutive Holiday Increase Company Reiterates Full-Year Outlook NEW YORK-(BUSINESS WIRE)-January 7, 2016-Barnes & Noble, Inc. (NYSE: BKS) today reported sales for the nine-week holiday period ending January 2, 2016. Core comparable store sales, which exclude NOOK products, increased 1.6%

Barnes & Noble BARNES & NOBLE, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 7, 2016 BARNES & NOBLE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12302 06-1196501 (Commission File

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned with respect to the matters described herein, hereby constitutes and appoints Bradley A.

Barnes & Noble FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2015 BARNES & NOBLE, INC. (Exact name of registrant as specified in its charter) Delaware 1-12302 06-1196501 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: