SEC FORM 4

SEC Form 4

FORM 4

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

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHULZE RICHARD M

(Last)

(First)

(Middle)

8500 NORMANDALE LAKE BLVD; SUITE 1750

(Street)

MINNEAPOLIS

55437

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2012

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2012		G	V	8,500,000	D	$0.0000	50,406,780	I	Trustee for Revocable Trust
Common Stock	07/23/2012		G	V	209,091	D	$0.0000	50,197,689	I	Trustee for Revocable Trust
Common Stock	07/23/2012		S		2,090,909	D	$18.3⁽¹⁾	48,106,780	I	Trustee for Revocable Trust
Common Stock	07/23/2012		G	V	8,500,000	A	$0.0000	8,500,000	I	Trustee for Revocable Trust
Common Stock								1,732,500	D
Common Stock								1,787,419	I	Family Foundation
Common Stock								31,672	I	Sole member of LLC which is sole general partner of L.P. A
Common Stock								950,169	I	Sole general partner of limited partnership B
Common Stock								252,312	I	Sole member of LLC which is sole general partner of L.P. C
Common Stock								2,061	I	IRA
Common Stock								11,758	I	Spouse Revocable Trust
Common Stock								79,718⁽²⁾	I	401(k)
Common Stock								1,143,043	I	Spousal GRAT
Common Stock								3,801,208	I	GRAT
Common Stock								39,566	I	Trustee for Children's Trust
Common Stock								183,726	I	Spouse Irrevocable 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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. Total sale proceeds in the amount of $38,263,634.70 were paid in the form of a promissory note. The note is payable on demand and bears interest at an annual rate equal to the applicable Federal Short-Term rate promulgated under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "AFR Rate"). Unpaid interest is compounded monthly, with the rate adjusted to reflect the AFR rate on the first calendar day of every month.

2. Amount represents share equivalents calculated based on the August 24, 2012 closing price of $17.31 per BBY share. Amount has been rounded up to the nearest whole share.

	/s/ Richard M. Schulze	08/28/2012
	** 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).
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.