X0202 3 2007-09-17 0 0000890491 BARNES & NOBLE INC BKS 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001336476 Pershing Square GP, LLC 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 6540451 I See FN In addition to Pershing Square Capital Management, L.P. ("PS Capital"), this Form 3 is being filed jointly by PS Management GP, LLC ("PS Management"), Pershing Square GP, LLC ("PSGP") and William A. Ackman ("Ackman"), each of which has the same business address as PS Capital and may be deemed to have a pecuniary interest in the securities beneficially owned by it. The total amount of 6,540,451 shares represents 2,859,772 shares held for the account of Pershing Square, L.P. ("PSI"), 35,779 shares held for the account of Pershing Square II, L.P. ("PSII") and 3,644,900 shares held for the account of Pershing Square International, Ltd. ("PSIL") (the shares held for the accounts of PSI, PSII and PSIL collectively, the "Subject Shares"), all of which are investment funds for which PS Capital acts as investment adviser or management company and therefore may be deemed the beneficial owner of the Subject Shares. PS Management is the general partner of PS Capital and therefore may be deemed the beneficial owner of the Subject Shares. (Continued in footnote 3). PSGP is the general partner of PSI and PSII and therefore may be deemed the beneficial owner of the shares held for the accounts of PSI and PSII. Ackman is the managing member of PSGP and PS Management and therefore may be deemed the beneficial owner of the Subject Shares. Each of PS Capital, PS Management, PSGP and Ackman disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any. PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 2007-09-26 PS MANAGEMENT GP, LLC, By: /s/ William A. Ackman, Managing Member 2007-09-26 PERSHING SQUARE GP, LLC, By: /s/ William A. Ackman, Managing Member 2007-09-26 /s/ William A. Ackman 2007-09-26