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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

IANNONE JAMIE

(Last)

(First)

(Middle)

C/O BARNES & NOBLE, INC.

122 FIFTH AVENUE

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2012

3. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [ BKS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres., B&N Digital Products

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	152,347⁽¹⁾	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)
Employee Stock Option (right to buy)	⁽²⁾	11/14/2021	Common Stock	100,000	$15.78	D

Explanation of Responses:

1. Consists of: (a) grant of 75,000 restricted shares on August 3, 2009, vesting in four equal annual installments on August 3 of each of the years 2010 through 2013, less 9,792 shares withheld by the Issuer to cover applicable withholding taxes for vested shares; (b) grant of 50,000 restricted shares on September 1, 2010, vesting in four equal annual installments on September 1 of each of the years 2011 through 2014, less 4,528 shares withheld by the Issuer to cover applicable withholding taxes for vested shares; and (c) grant of 41,667 restricted stock units (payable solely in common stock of the Issuer on each vesting date) on May 23, 2011, with 25% vesting on May 23, 2013, 25% vesting on May 23, 2014 and the remaining 50% vesting on May 23, 2015.

2. Stock option, with 25% vesting on November 15, 2013, 25% vesting on November 15, 2014 and the remaining 50% vesting on November 15, 2015.

Remarks:

Remarks: EXHIBIT LIST - Exhibit 24 - Power of Attorney for Jamie Iannone

	/s/ Eugene V. DeFelice, as Attorney-in-Fact for Jamie Iannone	07/01/2012
	** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.