SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bierley Mark R

(Last)

(First)

(Middle)

100 PHOENIX DRIVE

(Street)

ANN ARBOR

48108

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2009

3. Issuer Name and Ticker or Trading Symbol
BORDERS GROUP INC [ BGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Exec. V.P., Finance

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37,790	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	03/18/2009	Common Stock	5,000	⁽²⁾	D
Restricted Stock Units	⁽³⁾	03/24/2009⁽³⁾	Common Stock	5,000	⁽²⁾	D
Stock Options (Right to Buy)	⁽⁴⁾	04/01/2014	Common Stock	8,567	$20.42	D
Stock Options (Right to Buy)	⁽⁵⁾	07/01/2014	Common Stock	5,607	$19.06	D
Stock Options (Right to Buy)	11/01/2005	10/31/2012	Common Stock	3,000	$17.23	D
Stock Options (Right to Buy)	11/01/2010	10/31/2014	Common Stock	30,000	$15.42	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of Borders Group, Inc. Common Stock. These Restricted Stock Units were granted under the issuer's 2004 Long-Term Incentive Plan. The Restricted Stock Units may vest over a period of four to six years dependant upon the satisfaction of certain performance criteria. Subject to any deferral election, the shares (or, in the issuer's discretion, an equivalent value in cash) will be delivered when and if the units vest.

2. The Restricted Stock Units were granted for services rendered to the Issuer and no additional consideration is required to be paid when and if the Restricted Share Units become vested.

3. Each Restricted Stock Unit represents a contingent right to receive one share of Borders Group, Inc. Common Stock. These Restricted Share Units were granted under the issuer's 2004 Long-Term Incentive Plan. Some or all of the Restricted Share Units will vest on March 24, 2009, dependant upon the satisfaction of certain performance criteria. The shares (or, in the issuer's discretion, an equivalent value in cash) will be delivered when and if the units vest.

4. This option becomes exercisable as follows: 33 1/3% on 4/2/2008; 66 2/3% on 4/2/2009 and 100% on 4/2/2010

5. This option becomes exercisable as follows: 33 1/3% on 7/2/2008; 66 2/3% on 7/2/2009 and 100% on 7/2/2010

	/s/ By Mark D. Schairer, Authorized Representative	01/09/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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