X0306 4 2012-08-24 0000890491 BARNES & NOBLE INC BKS 0001038850 RIGGIO STEPHEN C/O BARNES & NOBLE, INC. 122 FIFTH AVENUE NEW YORK NY 10011 0 0 0 1 Employee Common Stock 2012-08-24 4 F 0 793 11.69 D 94096 D Common Stock 8262.99 I By 401(k) Plan Shares withheld by the Issuer on vesting of restricted stock to cover applicable withholding taxes. Holdings under the Barnes & Noble, Inc. 401(k) Plan are reported in units. Therefore, the securities set forth in Column 5 of Table I are units. The number of units reported herein are based on a plan statement dated as of June 30, 2012. The Barnes & Noble, Inc. 401(k) Plan accounts for interests in the Barnes & Noble, Inc. Stock Fund in units consisting of shares of Barnes & Noble, Inc. common stock and a liquidity component. As a result, the number of underlying shares may fluctuate from time to time. /s/ Eugene V. DeFelice, as Attorney-in-Fact for Stephen Riggio 2012-08-28