SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SCHULZE RICHARD M
(Last) (First) (Middle)
7601 PENN AVENUE S.
(Street)
RICHFIELD MN 55423
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BEST BUY CO INC [ BBY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/03/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 01/11/2011 G(1) 49,000 D $0.0000 1,879,409(2) I Family Foundation
Common Stock 04/18/2011 G 61,500 D $0.0000 1,817,909(2) I Family Foundation
Common Stock 06/30/2011 G 122,900 D $0.0000 1,695,009(2) I Family Foundation
Common Stock 07/22/2011 G 93,220 D $0.0000 1,601,789(2) I Family Foundation
Common Stock 10/12/2011 G 76,470 D $0.0000 1,525,319(2) I Family Foundation
Common Stock 12/22/2011 G 262,100 A $0.0000 1,787,419 I Family Foundation
Common Stock 01/02/2011 G(3) 390,037 D $0.0000 3,940,813(4) I GRAT
Common Stock 05/31/2011 G 4,920 A $0.0000 33,546(2) I Trustee for Children's Trust
Common Stock 09/26/2011 S4 160 D $24.4109 39,566 I Trustee for Children's Trust
Common Stock 05/31/2011 G 31,570(5) D $0.0000 59,072,854(6) I Trustee for Revocable Trust
Common Stock 12/16/2011 G 1,349 D $0.0000 59,071,505(2) I Trustee for Revocable Trust
Common Stock 12/22/2011 G 262,100 D $0.0000 58,767,175 I Trustee for Revocable Trust
Common Stock 1,732,500 D
Common Stock 78,093 I 401(k)
Common Stock 3,940,813 I GRAT
Common Stock 2,061 I IRA
Common Stock 950,169 I Sole general partner of limited partnership B
Common Stock 31,672 I Sole member of LLC which is sole general partner of limited partnership A
Common Stock 252,312 I Sole member of LLC which is sole general partner of limited partnership C
Common Stock 1,143,043 I Spousal GRAT
Common Stock 183,726 I Spouse Irrevocable Trust
Common Stock 11,758 I Spouse Revocable Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $34.18 04/10/2002 04/11/2012 Common Stock 202,500 202,500 D
Stock Option (Right to Buy) $32.79 04/18/2005 04/17/2015 Common Stock 11,250 11,250 D
Stock Option (Right to Buy) $56.66 04/18/2006 04/27/2016 Common Stock 7,500 7,500 D
Stock Option (Right to Buy) $35.33 04/19/2004 04/18/2014 Common Stock 11,250 11,250 D
Explanation of Responses:
1. This transaction code should read G5 to indicate a gift transaction that took place during the prior fiscal year.
2. This number reflects the amount of securities beneficially owned immediately following the reported transaction detailed on the line herein.
3. This transaction code should read G5 to reflect a gift of shares to the beneficiaries of one of the GRATs upon the maturation of the GRAT pursuant to its terms. The gift took place during the prior fiscal year.
4. This number includes a transfer, pursuant to the terms of the GRAT, of 98,381 shares to the Revocable Trust (of which Mr. Schulze is a trustee), which was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act, and merely changed the form of the Reporting Person's pecuniary interest in such securities from one form of indirect to another form of indirect.
5. This number reflects a gift of 4,920 shares to the Children's Trust, of which Mr. Schulze is a trustee and a gift of 26,650 shares to members of Mr. Schulze's family.
6. The number includes a receipt of 98,381 shares from a GRAT, which was exempt from reporting pursuant to Rule 16a-13 under the Exchange Act and merely changed the form of the Reporting Person's pecuniary interest in such securities from one form of indirect to another form of indirect. The number also reflects the amount of securities beneficially owned immediately following the reported transaction detailed on the line herein.
Remarks:
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
/s/ Todd G. Hartman, Attorney-in-Fact 04/13/2012
** 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 4 (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).
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