-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RfCnlEKqGfVAAdhYvNuWuO+7cC+faoVWDC+xWOWJneAvad4pmMRYO3lmPgI661kU dhGzmcmrtPjCHaZx0D0Opg== 0000910643-99-000046.txt : 19990316 0000910643-99-000046.hdr.sgml : 19990316 ACCESSION NUMBER: 0000910643-99-000046 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 5 SEC ACT: SEC FILE NUMBER: 001-12302 FILM NUMBER: 99565207 BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD CITY: WESTBURY STATE: NY ZIP: 11590-5130 BUSINESS PHONE: 5163388119 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD CITY: WESTBURY STATE: NY ZIP: 590-5130 COMPANY DATA: COMPANY CONFORMED NAME: CULLY DAVID K CENTRAL INDEX KEY: 0001038863 STANDARD INDUSTRIAL CLASSIFICATION: [] OFFICER FILING VALUES: FORM TYPE: 5 BUSINESS ADDRESS: STREET 1: C/O BARNES & NOBLE INC STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: C/O BARNES & NOBLE INC STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 5 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 5 ANNUAL 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 / / Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). / / Form 3 Holdings Reported /X/ Form 4 Transactions Reported. 1. Name and Address of Reporting Person* Cully David K. (Last) (First) (Middle) c/o Barnes & Noble, Inc. 122 Fifth Avenue (Street) New York New York 10011 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Barnes & Noble, Inc. Symbol = BKS 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 01/99 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person to Issuer (Check all applicable) / / Director / / 10% Owner /X/ Officer (give title below) / / Other (Specify below) Vice President and President of Barnes & Noble Distribution 7. Individual or Joing/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 Bene- ficially 6. Owner- 4. Securities Acquired (A) Owned at ship 2. Trans- or Disposed of (D) End of Form: action (Instr. 3, 4 and 5) Issuer's Direct 7. Nature of Date 3. Trans- --------------------------- Fiscal (D) or Indirect Month/ action (A) Year Indirect Beneficial 1. Title of Security Day/ Code Amount or Price (Instr. (I) Ownership (Instr.3) Year) (Instr. 8) (D) 3 and 4) (Instr. 4) (Instr. 4) - ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------- Common Stock 3/17/98 M 6,500(1) A $15.00(1) Common Stock 3/17/98 S 6,500 D $38.66346 Common Stock 2/25/99 M 50,000(2) A $12.1875(2) Common Stock 2/25/99 S 50,000 D $29.1976 -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 of indirectly. (Print or Type Responses)
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- ative Securities and Expiration Date Exercise action Acquired (A) or (Month/Day/Year) Price of Date 4. Trans- Disposed of (D) ----------------------- Deriv- (Month/ action (Instr. 3, 4, and 5) Date 1. Title of Derivative Security ative Day/ Code ----------------------- Exercis- Expiration (Instr. 3) Security Year) (Istr. 8) A D able Date - ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ---------- Stock Option (Right to Buy) $34.75 3/3/98 A 16,214 (3) 3/2/08 Stock Option (Right to Buy) $15.00(1) 3/17/98 M 6,500(1) 4/4/98 4/4/05 Stock Option (Right to Buy) $12.1875(2) 2/25/99 M 50,000
9. Number of 10. Ownership Derivative Form of 7. Title and Amount of Underlying Securities Derivitave Securities (Instr. 3 and 4) Benefi- Direct 11. Nature of --------------------------------- 8. Price of cially (D) or Indirect Amount or Derivative at End Indirect Beneficial 1. Title of Derivative Title Number of Security of Year (I) Ownership Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4) - ---------------------- -------------------- --------- ------------- ------------- -------------- -------------- Stock Option (Right to Buy) Common Stock 16,214 Stock Option (Right to Buy) Common Stock 6,500(1) Stock Option (Right to Buy) Common Stock 50,000(2) 163,992(5) D Explanation of Responses (1) These options originally related to 13,000 shares of Common Stock at an exercise price of $30.00 per share, and were reported as such. The number of shares acquired and the related exercise price set forth above result from the two-for-one stock split effected by the Issuer on September 22, 1997. (2) These options originally related to 25,000 shares of Common Stock at an exercise price of $24.375 per share, and were reported as such. The number of shares acquired and the related exercise price set forth above result from the two-for-one stock split effected by the Issuer on September 22, 1997. (3) One-fourth of these options become exercisable on March 3 of each of the years 1999 through 2002. (4) 33,333 of these options became exercisable on January 16, 1997 and 16,667 become exercisable on January 16, 1998. (5) 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/ David K. Cully Date: March 11, 1999 ------------------------------- -------------------- **Signature of Reporting Person Thomas A. Tolworthy ** 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.
-----END PRIVACY-ENHANCED MESSAGE-----