4//SEC Filing
Lindstrom Allen W 4
Accession 0000950138-19-000431
CIK 0000890491other
Filed
Aug 6, 8:00 PM ET
Accepted
Aug 7, 4:46 PM ET
Size
13.1 KB
Accession
0000950138-19-000431
Insider Transaction Report
Form 4
Lindstrom Allen W
Vice Pres., Corp. Controller
Transactions
- Disposition to Issuer
Common Stock
2019-08-07−51,645→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-08-07−53,371→ 0 totalExercise: $10.35Exp: 2021-11-14→ Common Stock (53,371 underlying) - Disposition from Tender
Common Stock
2019-08-07$6.50/sh−148,298$963,937→ 95,562 total - Disposition to Issuer
Common Stock
2019-08-07−43,917→ 51,645 total - Disposition from Tender
Common Stock
2019-08-07$6.50/sh−2,059.758$13,388→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Represents shares tendered to Chapters Merger Sub Inc. ("Merger Sub") in connection with the tender offer (the "Tender Offer") by Merger Sub pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 7, 2019, as amended from time to time.
- [F2]Represents restricted stock units cancelled and terminated without any cash payment being made in respect thereof.
- [F3]Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 24, 2019, by and among Chapters Holdco Inc. ("Parent"), the Merger Sub and the Issuer, Merger Sub has merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent. At the effective time of the merger, each outstanding restricted stock unit of the Issuer was converted into the right to receive an amount in cash equal to the product of (A) the number of shares of common stock of the Issuer underlying such restricted stock unit multiplied by (B) $6.50.
- [F4]Represents shares tendered to Merger Sub in connection with the Tender Offer. Holdings under the Barnes & Noble, Inc. 401(k) Plan are reported in units. Therefore, the securities set forth in Column 5 of Table I are units. The number of units reported herein is based on a plan statement dated as of June 30, 2019.
- [F5]25% of the stock options vested on November 15, 2013, 25% on November 15, 2014 and the remaining 50% on November 15, 2015.
- [F6]At the effective time of the merger, each stock option was cancelled and terminated without any cash payment being made in respect thereof.
Documents
Issuer
BARNES & NOBLE INC
CIK 0000890491
Entity typeother
Related Parties
1- filerCIK 0001417702
Filing Metadata
- Form type
- 4
- Filed
- Aug 6, 8:00 PM ET
- Accepted
- Aug 7, 4:46 PM ET
- Size
- 13.1 KB