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Form SC 13D/A BOOKS A MILLION INC Filed by: Anderson BAMM Holdings LLC

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January 29, 2015 5:06 PM EST

�

�

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

�

�

SCHEDULE 13D/A

[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)

(Amendment No.�16)*

�

�

Books-A-Million, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

098570-10-4

(CUSIP Number)

Abroms�& Associates, P.C.

201 S. Court Street, Suite 610

Florence, Alabama 35630

(256) 767-0740

Attention: Martin R. Abroms

Copy to:

Munger, Tolles�& Olson LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 683-9100

Attention: Mary Ann Todd

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January�29, 2015

(Date of Event Which Requires Filing of this Statement)

�

�

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of �� 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box��x.

�

�

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ��240.13d-7 for other parties to whom copies are to be sent.

�

�

�

* The remainder of this cover page shall be filled out for a reporting person�s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be �filed� for the purpose of Section�18 of the Securities Exchange Act of 1934 (�Act�) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

�

�

�

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

ANDERSON BAMM HOLDINGS, LLC

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��1,513,302

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��1,513,302

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

2

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

CHARLES C. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��183,000

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��183,000

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

3

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

HILDA B. ANDERSON

��2� �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3� �

SEC USE ONLY

�

��4� �

SOURCE OF FUNDS

�

PF

��5� �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6� �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��14,111

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��14,111

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

��11� �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

��12� �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

��13� �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

��14� �

TYPE OF REPORTING PERSON

�

IN

�

�

4

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

JOEL R. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��1,614,874

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��1,614,874

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

5

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

CHARLES C. ANDERSON, JR.

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��580,422

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��580,422

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

6

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

CHARLES C. ANDERSON, III

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��23,794

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��23,794

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

7

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

TERRENCE C. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF/OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��709,681

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��696,146

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

8

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

CLYDE B. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF/OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��3,163,042

�� ��8���� ��

��SHARED VOTING POWER

�

��0����

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��2,980,121

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

9

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

HAROLD M. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��684,335

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��684,335

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

10

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

HAYLEY ANDERSON MILAM

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��25,380

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��25,380

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

11

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

ASHLEY RUTH ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��0

�� ��8���� ��

��SHARED VOTING POWER

�

��84,000

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��0

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��84,000

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

12

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

THE ASHLEY ANDERSON TRUST

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

ALABAMA

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��84,000

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��84,000

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

13

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

LAUREN A. ANDERSON IRREVOCABLE TRUST

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

TENNESSEE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��25,380

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��25,380

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

14

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

OLIVIA BARBOUR ANDERSON 1995 TRUST

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

ALABAMA

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��1,200

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��1,200

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

15

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

ALEXANDRA RUTH ANDERSON IRREVOCABLE TRUST

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

ALABAMA

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��1,200

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��1,200

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

16

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

FIRST ANDERSON GRANDCHILDREN�S TRUST FBO CHARLES C. ANDERSON, III

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

17

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

FIRST ANDERSON GRANDCHILDREN�S TRUST FBO HAYLEY E. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

18

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

FIRST ANDERSON GRANDCHILDREN�S TRUST FBO LAUREN A. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

19

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

SECOND ANDERSON GRANDCHILDREN�S TRUST FBO ALEXANDRA R. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

20

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

THIRD ANDERSON GRANDCHILDREN�S TRUST FBO TAYLOR C. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

21

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

FOURTH ANDERSON GRANDCHILDREN�S TRUST FBO CARSON C. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

22

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

FIFTH ANDERSON GRANDCHILDREN�S TRUST FBO HAROLD M. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

23

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

SIXTH ANDERSON GRANDCHILDREN�S TRUST FBO BENTLEY B. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

DELAWARE

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��11,224

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��11,224

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

24

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

THE CHARLES C. ANDERSON FAMILY FOUNDATION

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

ALABAMA

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��83,000

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��83,000

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

25

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

THE JOEL R. ANDERSON FAMILY FOUNDATION

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

ALABAMA

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��83,000

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��83,000

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

26

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

THE CLYDE AND SUMMER ANDERSON FOUNDATION (formerly The Clyde B. Anderson Family Foundation)

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

OO

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

ALABAMA

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��46,000

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

�� 46,000

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

OO

�

�

27

13D

�

CUSIP No. 098570-10-4 �

�

��1� �

NAME OF REPORTING PERSON

�

KAYRITA M. ANDERSON

��2 �

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)��x��������(b)���

�

��3 �

SEC USE ONLY

�

��4 �

SOURCE OF FUNDS

�

PF

��5 �

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)���

�

��6 �

CITIZENSHIP OR PLACE OF ORGANIZATION

�

UNITED STATES

NUMBER�OF

SHARES

BENEFICIALLY�

OWNED�BY

EACH

REPORTING

PERSON

WITH

�

 �� ��7���� ��

��SOLE VOTING POWER

�

��20,611

�� ��8���� ��

��SHARED VOTING POWER

�

��0

�� ��9���� ��

��SOLE DISPOSITIVE POWER

�

��20,611

�� 10�� ��

��SHARED DISPOSITIVE POWER

�

��0

11 �

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

�

8,734,124 (See Item 2)

12 �

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES���

�

13 �

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

�

58.2%

14 �

TYPE OF REPORTING PERSON

�

IN

�

�

28

This Amendment No.�16 (this �Amendment�) amends and supplements the Schedule 13D/A filed on October�23, 2014 (as previously amended, this �Schedule 13D�) by the Reporting Persons (who are listed below as signatories to this Amendment) with respect to the Common Stock, par value $0.01 (the �Shares�), of Books-A-Million, Inc., a Delaware corporation, 402 Industrial Lane, Birmingham, Alabama 35211 (the �Issuer�). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the original Schedule 13D and prior amendments hereto.

�

Item�3. Source and Amount of Funds or Other Consideration

Item�3 is hereby amended and supplemented by adding the following after the final paragraph thereof:

The Reporting Persons anticipate that the Proposal (as defined and described in Item�4 below) will require funding of approximately $17.3�million. The Reporting Persons expect to finance the transaction through borrowings available under the Issuer�s existing credit line. The Reporting Persons reserve the right to withdraw the Proposal Letter (as defined in Item�4 below) at any time for any or no reason, including, without limitation, if the Reporting Persons are unable to obtain such financing.

�

Item�4. Purpose of Transaction

Item�4 is hereby amended and supplemented by adding the following after the final paragraph thereof:

On January�29, 2015, Mr.�Clyde�B. Anderson delivered a non-binding letter (the �Proposal Letter�), on behalf of himself and the other Reporting Persons, to the Board of Directors of the Issuer proposing a transaction whereby, pursuant to a merger of the Issuer with a newly formed acquisition vehicle that the Reporting Persons would control, the Reporting Persons would acquire 100% of the outstanding Shares of the Issuer (the �Proposal�). As set forth in the Proposal Letter, public shareholders of the Issuer would receive $2.75 per Share in cash.

The Reporting Persons expect that the Issuer will appoint a special committee of independent directors (the �Special Committee�), with its own independent legal and financial advisors, to review the Proposal on behalf of the Issuer�s public shareholders. The Reporting Persons will not move forward with the transaction unless it is approved by the Special Committee. In addition, any definitive acquisition agreement would need to include a non-waiveable majority of the minority vote condition. As indicated in the Proposal Letter, the Reporting Persons, in their capacity as shareholders of the Issuer, are interested only in acquiring the outstanding Shares of the Issuer that they do not already own and are not interested in selling their shares in the Issuer to a third party or any merger or other strategic transaction involving any third party. Furthermore, the Reporting Persons do not intend to vote in their capacity as shareholders in favor of any such other transaction.

No assurances can be given that a transaction contemplated by the Proposal Letter will be consummated. Furthermore, no legally binding obligation with respect to a transaction between the Reporting Persons and the Issuer will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto. The Reporting Persons reserve the right to modify or withdraw the Proposal Letter at any time.

�

29

The Proposal and the transaction proposed thereby may result in one or more of the actions specified in clauses (a)�through (j)�of Item�4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of the Shares from the NASDAQ Stock Exchange, and the Shares becoming eligible for termination of registration pursuant to Section�12(g) of the Act.

If a transaction proposed by the Proposal Letter is consummated, the Reporting Persons expect that the Issuer�s management team would remain in place.

The summary above is qualified in its entirety by reference to the Proposal Letter, attached as Exhibit 18 hereto, which is incorporated by reference herein.

This Schedule 13D is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the Securities and Exchange Commission. Shareholders of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Shareholders of the Issuer will be able to obtain such documents (when and if available) free of charge at the Securities and Exchange Commission�s web site, www.sec.gov.

�

Item�5. Interest in Securities of the Issuer

Item�5 is hereby amended and restated in its entirety as follows:

(a)-(b)�The Reporting Persons may be deemed to beneficially own an aggregate of 8,734,124 Shares, which Shares represent approximately 58.2% of the 15,016,083 Shares which the Issuer has informed the Reporting Persons were outstanding as of January�3, 2015. However, no Reporting Person has the power to vote or dispose of, or to direct the vote or disposition of, the Shares of any other Reporting Person, other than as otherwise set forth herein.

�

30

REPORTING PERSON �� NUMBER OF
SHARES
BENEFICIALLY
OWNED		 � �� PERCENTAGE
OF
OUTSTANDING
SHARES		 � � SOLE
VOTING
POWER		 � � SHARED
VOTING
POWER		 � �� SOLE
DISPOSITIVE
POWER		 � � SHARED
DISPOSITIVE
POWER		 �

Anderson BAMM Holdings, LLC(1)

 �� � 8,734,124 �� �� � 58.2 %� � � 1,513,302 �� � � 0 �� �� � 1,513,302 �� � � 0 ��

Charles C. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 183,000 (2)� � � 0 �� �� � 183,000 (2)� � � 0 ��

Hilda B. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 14,111 �� � � 0 �� �� � 14,111 �� � � 0 ��

Joel R. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 1,614,874 (3)� � � 0 �� �� � 1,614,874 (3)� � � 0 ��

Charles C. Anderson, Jr.

 �� � 8,734,124 �� �� � 58.2 %� � � 580,422 �� � � 0 �� �� � 580,422 �� � � 0 ��

Charles C. Anderson, III

 �� � 8,734,124 �� �� � 58.2 %� � � 23,794 �� � � 0 �� �� � 23,794 �� � � 0 ��

Terrence C. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 709,681 (4)� � � 0 �� �� � 696,146 (4)� � � 0 ��

Clyde B. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 3,163,042 (5)� � � 0 �� �� � 2,980,121 (5)� � � 0 ��

Harold M. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 684,335 �� � � 0 �� �� � 684,335 �� � � 0 ��

Hayley Anderson Milam

 �� � 8,734,124 �� �� � 58.2 %� � � 25,380 �� � � 0 �� �� � 25,380 �� � � 0 ��

Ashley Ruth Anderson(6)

 �� � 8,734,124 �� �� � 58.2 %� � � 0 �� � � 84,000 �� �� � 0 �� � � 84,000 ��

The Ashley Anderson Trust(6)

 �� � 8,734,124 �� �� � 58.2 %� � � 84,000 �� � � 0 �� �� � 84,000 �� � � 0 ��

Lauren A. Anderson Irrevocable Trust

 �� � 8,734,124 �� �� � 58.2 %� � � 25,380 �� � � 0 �� �� � 25,380 �� � � 0 ��

Olivia Barbour Anderson 1995 Trust

 �� � 8,734,124 �� �� � 58.2 %� � � 1,200 �� � � 0 �� �� � 1,200 �� � � 0 ��

Alexandra Ruth Anderson Irrevocable Trust

 �� � 8,734,124 �� �� � 58.2 %� � � 1,200 �� � � 0 �� �� � 1,200 �� � � 0 ��

First Anderson Grandchildren�s Trust FBO Charles�C. Anderson, III

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

First Anderson Grandchildren�s Trust FBO Hayley�E. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

First Anderson Grandchildren�s Trust FBO Lauren�A. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

Second Anderson Grandchildren�s Trust FBO Alexandra R. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

Third Anderson Grandchildren�s Trust FBO Taylor�C. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

Fourth Anderson Grandchildren�s Trust FBO Carson C. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

Fifth Anderson Grandchildren�s Trust FBO Harold�M. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

Sixth Anderson Grandchildren�s Trust FBO Bentley B. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 11,224 �� � � 0 �� �� � 11,224 �� � � 0 ��

The Charles C. Anderson Family Foundation(7)

 �� � 8,734,124 �� �� � 58.2 %� � � 83,000 �� � � 0 �� �� � 83,000 �� � � 0 ��

The Joel R. Anderson Family Foundation(8)

 �� � 8,734,124 �� �� � 58.2 %� � � 83,000 �� � � 0 �� �� � 83,000 �� � � 0 ��

The Clyde and Summer Anderson Foundation(9)

 �� � 8,734,124 �� �� � 58.2 %� � � 46,000 �� � � 0 �� �� � 46,000 �� � � 0 ��

Kayrita M. Anderson

 �� � 8,734,124 �� �� � 58.2 %� � � 20,611 �� � � 0 �� �� � 20,611 �� � � 0 ��

�

(1) Anderson BAMM Holdings, LLC issued membership interests to certain of the Reporting Persons in exchange for Shares of Common Stock of the Issuer held by such persons, as specified in the ABH LLC Agreement, which was previously filed as Exhibit 2 to this Schedule 13D, as amended by the First Amendment, which was previously filed as Exhibit 4 to this Schedule 13D, the Second Amendment, which was previously filed as Exhibit 5 to this Schedule 13D and which was re-filed with Amendment No.�9 to this Schedule 13D to correct an inadvertent error on Exhibit A thereto, the Third Amendment, which was previously filed as Exhibit 12 to this Schedule 13D, the Fourth Amendment, which was previously filed as Exhibit 15 to this Schedule 13D, and the Fifth Amendment, which was previously filed as Exhibit 17 to this Schedule 13D. See Item�6 of this Schedule 13D.
(2) Includes 83,000 Shares held by The Charles C. Anderson Family Foundation. Charles C. Anderson is the Chairman of the Board of Directors of the foundation and has sole voting and dispositive power over these Shares.
(3) Includes 83,000 Shares held by The Joel R. Anderson Family Foundation. Joel R. Anderson is the Chairman of the Board of Directors of the foundation and has sole voting and dispositive power over these Shares.
(4) Mr.�Anderson owns 18,073 Shares of restricted stock, 4,538 of which will vest within 60 days of January 29, 2015, the rest of which will vest after March 30, 2015. Mr.�Anderson has the power to vote all of the restricted Shares. Consequently, the number of Shares set forth under Sole Voting Power includes all 18,073 Shares of restricted stock, but the number of Shares set forth under Sole Dispositive Power does not include any Shares of restricted stock that will not vest within 60 days of January�29, 2015.
(5) The Shares set forth under Sole Voting Power and Sole Dispositive Power include 46,000 Shares held by The Clyde and Summer Anderson Foundation (formerly The Clyde B. Anderson Family Foundation). Clyde B. Anderson is the Chairman of the Board of Directors of the foundation and has sole voting and dispositive power over these Shares. The Shares set forth under Sole Voting Power and Sole Dispositive Power also include 26,380 Shares held by Clyde B. Anderson in the Books-A-Million, Inc. 401(k) Profit Sharing Plan. Further, Mr.�Anderson owns 290,841 Shares of restricted stock, 107,920 of which will vest within 60 days of January 29, 2015, the rest of which vest after March 30, 2015. Mr.�Anderson has the power to vote all of the restricted shares. Consequently, the number of shares set forth under Sole Voting Power includes all 290,841 Shares of restricted stock, but the number of Shares set forth under Sole Dispositive Power does not include any Shares of restricted stock that will not vest within 60 days of January 29, 2015.
(6) The Shares over which Ashley Ruth Anderson has shared voting power and shared dispositive power are held of record by The Ashley Anderson Trust.
(7) These Shares are owned of record by The Charles C. Anderson Family Foundation. Charles C. Anderson has sole voting and dispositive power over these Shares.
(8) These Shares are owned of record by The Joel R. Anderson Family Foundation. Joel R. Anderson has sole voting and dispositive power over these Shares.

�

31

(9) These Shares are owned of record by The Clyde and Summer Anderson Foundation (formerly The Clyde B. Anderson Family Foundation). Clyde B. Anderson has sole voting and dispositive power over these Shares.

�

� (c) None.

�

� (d) Not applicable.

�

� (e) Not applicable.

�

Item�6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item�6 is hereby amended and supplemented by adding the following after the final paragraph thereof:

The descriptions of the Proposal, the Proposal Letter and the proposed financing in Item�3 and Item�4 above are incorporated herein by reference.

�

Item�7. Material to be Filed as Exhibits

�

Exhibit

No.

 ��

Description

1

 �� Group Administration Agreement, dated as of April 9, 2007, by and among the then-current Reporting Persons, containing the appointment of the Group Administrator as attorney-in-fact.(*)

2

 �� Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of April 9, 2007, by and among the Reporting Persons named on this Schedule 13D (other than Kayrita M. Anderson, Ashley Ruth Anderson/The Ashley Anderson Trust, the Family Foundation Reporting Persons and the GRAT Reporting Persons).(*)

3

 �� Joinder to Group Administration Agreement, dated as of September 2, 2008, by and among the Group Administrator and the then-current Reporting Persons.(**)

4

 �� First Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of March 19, 2010, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC.(***)

5

 �� Second Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of March 13, 2012, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC.(****)

6

 �� [Reserved]

7

 �� [Reserved]

8

 �� [Reserved]

9

 �� Proposal Letter, dated April 28, 2012, to the Board of Directors of the Issuer.(*****)

10

 �� Press Release, dated April 30, 2012.(*****)

11

 �� [Reserved]

�

32

12 Third Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of July�16, 2012, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC. (******)
13 Withdrawal Letter, dated July 17, 2012, to the Board of Directors of the Issuer. (******)
14 Joinder to Group Administration Agreement, dated as of April 10, 2014, by and between the Group Administrator and the Lauren A. Anderson Irrevocable Trust.(*******)
15 Fourth Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of April 10, 2014, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC.(*******)
16 Amendment to Group Administration Agreement, dated as of October 15, 2014, by the Group Administrator.(********)
17 Fifth Amendment to the Limited Liability Company Agreement of Anderson BAMM Holdings, LLC, dated as of October 15, 2014, by and among the members of the Board of Directors of Anderson BAMM Holdings, LLC. (********)
18 Proposal Letter, dated January�29, 2015, to the Board of Directors of the Issuer.

�

(*) Exhibits No. 1 and No. 2 were filed on April 9, 2007.
(**) Exhibit No. 3 was filed on September 5, 2008.
(***) Exhibit No. 4 was filed on March 23, 2010.
(****) Exhibits No. 5 was originally filed on March 19, 2012. Exhibit 5, as corrected, was re-filed on May 3, 2012.
(*****) Exhibits No. 9 and No. 10 were filed on April 30, 2012.
(******) Exhibits 12 and 13 were filed on July 20, 2012.
(*******) Exhibits 14 and 15 were filed on May 22, 2014.
(********) Exhibits 16 and 17 were filed on October 23, 2014.

�

33

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January�29, 2015

�

ANDERSON BAMM HOLDINGS, LLC
By:

*

Name: Charles C. Anderson
Title: Director

*

Charles C. Anderson

*

Hilda B. Anderson

*

Joel R. Anderson

*

Charles C. Anderson, Jr.

*

Charles C. Anderson, III

*

Terrence C. Anderson

*

Clyde B. Anderson

*

Harold M. Anderson

�

34

�

*

� Hayley Anderson Milam
�

*

� Ashley Ruth Anderson
�

*

� Kayrita M. Anderson
THE ASHLEY ANDERSON TRUST
� By: �

*

� Name: � Cumberland Trust Investment Company
� Title: � Trustee
LAUREN A. ANDERSON IRREVOCABLE TRUST
� By: �

*

� Name: � Martin R. Abroms
� Title: � Trustee
OLIVIA BARBOUR ANDERSON 1995 TRUST
� By: �

*

� Name: � Terrence C. Anderson
� Title: � Trustee
ALEXANDRA RUTH ANDERSON IRREVOCABLE TRUST
� By: �

*

� Name: � Charles C. Anderson
� Title: � Trustee

�

35

FIRST ANDERSON GRANDCHILDREN�S TRUST FBO CHARLES C. ANDERSON, III
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
FIRST ANDERSON GRANDCHILDREN�S TRUST FBO HAYLEY E. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
FIRST ANDERSON GRANDCHILDREN�S TRUST FBO LAUREN A. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
SECOND ANDERSON GRANDCHILDREN�S TRUST FBO ALEXANDRA R. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
THIRD ANDERSON GRANDCHILDREN�S TRUST FBO TAYLOR C. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee

�

36

FOURTH ANDERSON GRANDCHILDREN�S TRUST FBO CARSON C. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
FIFTH ANDERSON GRANDCHILDREN�S TRUST FBO HAROLD M. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
SIXTH ANDERSON GRANDCHILDREN�S TRUST FBO BENTLEY B. ANDERSON
� By: �

*

� Name: � SunTrust Delaware Trust Company
� Title: � Trustee
THE CHARLES C. ANDERSON FAMILY FOUNDATION
� By: �

*

� Name: � Charles C. Anderson
� Title: � Chairman
THE JOEL R. ANDERSON FAMILY FOUNDATION
� By: �

*

� Name: � Joel R. Anderson
� Title: � Chairman

�

37

THE CLYDE AND SUMMER ANDERSON FOUNDATION
� By: �

*

� Name: � Clyde B. Anderson
� Title: � Chairman

As attorney-in-fact*

ABROMS & ASSOCIATES, P.C.

� By: �

/s/ Martin R. Abroms

� Name: � Martin R. Abroms
� Title: � President

�

38

INDEX TO EXHIBITS

�

Exhibit
No.

 ��

Description

18 �� Proposal Letter, dated January�29, 2015, to the Board of Directors of the Issuer.

�

39

EXHIBIT 18

January�29, 2015

Board of Directors

Books-A-Million, Inc.

402 Industrial Lane

Birmingham, AL 35211

Dear Members of the Board:

I am pleased to submit on behalf of the Anderson family this non-binding proposal (the �Proposal�) to acquire all of the outstanding shares of the common stock of Books-A-Million, Inc. (the �Company�) at a cash purchase price of $2.75 per share, representing a premium of approximately 64% over the closing price on January 29, 2015 and 65% over the average closing price of the Company�s common stock for the past 90 trading days. Members of the Anderson family currently directly or indirectly control shares of Company stock representing approximately 58.2% of the common stock of the Company. We believe that this Proposal presents a highly attractive opportunity for the public shareholders of the Company.

We anticipate that the transaction would be in the form of a merger of the Company with a newly formed acquisition vehicle that the Anderson family would control. We would expect the Company�s management to remain in place following the merger along with the rest of the Company�s valued employees. The transaction would be financed through borrowings available under the Company�s existing credit line. This Proposal is conditioned on availability of sufficient funds under that credit line.

We expect that you will establish a special committee of independent directors (the �Special Committee�), with its own independent legal and financial advisors, to review the Proposal on behalf of the Company�s public shareholders. We will not move forward with the transaction unless it is approved by the Special Committee. In addition, any definitive acquisition agreement would need to include a non-waiveable majority of the minority vote condition.

You should be aware that we are interested only in acquiring the outstanding shares of the Company that we do not already own. We are not interested in selling our shares in the Company to a third party or any merger or other strategic transaction involving any third party and do not intend to vote in our capacity as shareholders in favor of any such transaction. Nevertheless, I assure you that if the Special Committee, after consulting with its advisors, does not approve this Proposal or the requisite vote of the minority shareholders is not obtained, my relationship and the relationship of other members of the Anderson family with the Company would not be adversely affected.

In accordance with our legal obligations, we will be filing an amendment to our Schedule 13D, and will include a copy of this letter.

We have retained Munger, Tolles�& Olson LLP as our legal advisor in this matter.

We reserve the right to withdraw or modify this Proposal until such time as definitive agreements are entered into between the Company and the Anderson family.

I look forward to the opportunity to discuss the Proposal with the Special Committee and its advisors. Should you have any questions, please contact me.

�

Sincerely,

/s/ Clyde B. Anderson

Clyde B. Anderson

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