On July 10, 2015, Barnes & Noble, Inc., a Delaware corporation (the “Company”) gave notice of its exercise of the right to force conversion of all outstanding shares of its Senior Convertible Redeemable Series J Preferred Stock (“Series J Preferred Stock”) into shares of the Company’s common stock, par value $.001 per share (“Company Common Stock”) pursuant to Section 9 of the Certificate of Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Series J Preferred Stock, dated as of August 18, 2011 (the “Forced Conversion”).  The effective date of the Forced Conversion will be July 24, 2015.  On the date of the Forced Conversion, each share of Series J Preferred Stock will be automatically converted into 59.8727 shares of Company Common Stock, which includes shares of Company Common Stock reflecting accrued and unpaid dividends on Series J Preferred Stock.  Each holder of Series J Preferred Stock will receive whole shares of Company Common Stock and a cash amount in lieu of fractional shares of Company Common Stock.

 

The shares of Series J Preferred Stock converted in the Forced Conversion will be retired by the Company.

 

On July 9, 2015, the Company completed the conversion (the “Conversion”) contemplated by the Conversion Agreements dated as of June 5, 2015 (the “Conversion Agreements”) entered into with five existing beneficial owners (the “Series J Holders”) of Series J Preferred Stock.  Pursuant to the terms of the Conversion Agreements, the Company issued 6,117,342 shares of Company Common Stock, and made an aggregate cash payment to the Series J Holders of $3,657,148 plus cash in lieu of fractional shares in connection with the Conversion.