Form 4-Riggio
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* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person
Riggio, Leonard Barnes & Noble, Inc. Symbol=BKS to Issuer (Check all applicable)
__________________________________________ _____________________________________________ _X_ Director _X_ 10% Owner
_X_ Officer (give ___ Other (Specify
(Last) (First) (Middle) 3. IRS Identification 4. Statement for title below) below)
c/o Barnes & Noble, Inc. Number of Reporting Month/Year Chairman of the Board and
122 Fifth Avenue Person, if an Entity July 2001 Chief Executive Officer
__________________________________________ (voluntary) ______________________________________________________________
(Street)
5. If Amendment, Date of 8. Individual or Joint/Group Filing
New York, NY 10011 Original (Month/Year) (Check applicable line)
__________________________________________ _X_ Form filed by one Reporting Person
(City) (State) (Zip) ___ Form filed by more than one
Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of
3. Trans- 4. Securities Acquired (A) Securities
2. Trans- action or Disposed of (D) Beneficially 6. Ownership
action Code (Instr. 3, 4 and 5) Owned at Form: 7. Nature of
Date (Instr. --------------------------- End of Direct(D) Indirect
Month/ 8) (A) Month or Beneficial
1. Title of Security Day/ ----- --- Amount or Price (Instr. Indirect(I) Ownership
(Instr.3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------
Common Stock 7/19/01 S 120,000 D $39.7000
Common Stock 7/19/01 S 78,000 D $38.7000
Common Stock 7/19/01 S 312,800 D $39.3919(1)
Common Stock 7/20/01 S 500,000 D $38.2500
Common Stock 7/20/01 S 154,800 D $38.5000
Common Stock 7/20/01 S 65,100 D $38.5535(2)
Common Stock 7/23/01 S 69,300 D $38.3030(3)
Common Stock 7/25/01 S 99,200 D $37.5000
Common Stock 7/26/01 S 100,800 D $37.5000 9,417,138 D
Common Stock 2,652,334 I By Corp.(4)
* 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. (Over)
(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) $23.65 3/13/01 A V 700,000 (5) 3/12/11
9. Number of 10. Ownership Form
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 700,000 2,018,750(6) D
Explanation of Responses
(1) Represents the weighted average of 32 trades ranging from 100 to 32,000 shares at per share sales prices ranging from $38.76
to $39.99.
(2) Represents the weighted average of 13 trades ranging from 100 to 22,800 shares at per share sales prices ranging from $38.51
to $38.66.
(3) Represents the weighted average of 16 trades ranging from 200 to 31,400 shares at per share sales prices ranging from $38.00
to $38.85.
(4) Owned by Barnes & Noble College Bookstores, Inc., a New York corporation of which all of the currently outstanding voting
securities are owned by the Reporting Person.
(5) One-fourth of these options become exercisable on March 13 of each of the years 2002 through 2005.
(6) Represents the total number of stock options (right to buy) beneficially owned by the Reporting Person with respect to the
Issuer's Common Stock.
/s/ Leonard Riggio August 2, 2001
**Intentional misstatements or omissions of facts constitute ------------------------------- -----------------
Federal Criminal Violations. **Signature of Reporting Person Date
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Leonard Riggio
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