4 1 0001.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person* Riggio, Stephen (Last) (First) (Middle) Barnes & Noble, Inc. 122 Fifth Avenue (Street) New York NY 10011 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Barnes & Noble, Inc. Symbol=BKS 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) 4. Statement for Month/Year September 2000 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person to Issuer (Check all applicable) /X/ Director / / 10% Owner /X/ Officer (give title below) / / Other (Specify below) Vice Chairman ------------- 7. 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 5. Amount of Securi- ties 3. Trans- 4. Securities Acquired (A) Bene- 6. Owner- 2. Trans- action or Disposed of (D) ficially ship action Code (Instr. 3, 4 and 5) Owned at Form: 7. Nature of Date (Instr. --------------------------- End of Direct(D) or Indirect Month/ 8) (A) Month Indirect Beneficial 1. Title of Security Day/ ----- --- Amount or Price (Instr. (I) Ownership (Instr.3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4) ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------ Common Stock 9/27/00 M 54,000(1) A $3.585(1) Common Stock 9/27/00 S 54,000 D $20.3750 Common Stock 9/28/00 M 46,000(1) A $3,585(1) Common Stock 9/28/00 S 46,000 D $20.0625 -0-
* If the form is filed by more than one Reporting Person, see Instruction 4(b)(v). Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Response)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 2. Conver- 5. Number of Deriv- 6. Date Exercisable sion or 3. Trans- 4. Trans- ative Securities and Expiration Date Exercise action action Acquired (A) or (Month/Day/Year) Price of Date Code Disposed of (D) ----------------------- Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date 1. Title of Derivative Security ative Day/ ----- ---- ----------------------- Exercis- Expiration (Instr. 3) Security Year) Code V A D able Date ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ---------- Stock Option (Right to Buy) $3.585(1) 9/27/00 M 54,000(1) 3/15/95 3/15/03 Stock Option (Right to Buy) $3.585(1) 9/28/00 M 46,000(1) 3/15/95 3/15/03 9. Number of 10. Ownership Derivative of Deriv- Securities ative 7. Title and Amount of Underlying Benefi- Security: Securities (Instr. 3 and 4) cially Direct 11. Nature of --------------------------------- 8. Price of Owned (D) or Indirect Amount or Derivative at End Indirect Beneficial 1. Title of Derivative Title Number of Security of Month (I) Ownership Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4) ---------------------- -------------------- --------- ------------- ------------- -------------- -------------- Stock Option (Right to Buy) Common Stock 54,000(1) Stock Option (Right to Buy) Common Stock 46,000(1) 1,959,191(2) D Explanation of Responses (1) These options have been adjusted as a result of the two-for-one stock split effected by the Issuer on September 22, 1997. Prior to the split, and as originally reported, these options related to one-half of the specified shares at an exercise price of two times the specified exercise price. (2) This amount represents the total number of stock options (right to buy) beneficially owned by the Reporting Person with respect to the Issuer's Common Stock. By: /s/ Stephen Riggio Date: October 10, 2000 ------------------------------- -------------------- **Signature of Reporting Person Stephen Riggio ** 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 provided is insufficient, see Instruction 6 for procedure. Page 2