0000950138-12-000583.txt : 20121212 0000950138-12-000583.hdr.sgml : 20121212 20121212171221 ACCESSION NUMBER: 0000950138-12-000583 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120510 FILED AS OF DATE: 20121212 DATE AS OF CHANGE: 20121212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEASON DAVID S CENTRAL INDEX KEY: 0001038870 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 121259856 MAIL ADDRESS: STREET 1: C/O BARNES & NOBLE INC STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 ISSUER: 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: 0430 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 4/A 1 edgar.xml PRIMARY DOCUMENT X0306 4/A 2012-05-10 2012-05-10 0000890491 BARNES & NOBLE INC BKS 0001038870 DEASON DAVID S C/O BARNES & NOBLE, INC. 122 FIFTH AVENUE NEW YORK NY 10011 0 1 0 0 VP B&N Development Common Stock 2012-05-10 4 M 0 17692 13.2265 A 65374 D Common Stock 2012-05-10 4 M 0 1858 11.2694 A 67232 D Common Stock 2012-05-10 4 S 0 19550 19.2429 D 47682 D Common Stock 921.723 I By 401(k) Plan Stock Option (Right to Buy) 13.2265 2012-05-10 4 M 0 17692 0 D 2012-07-23 Class A Common Stock 17692 0 D Stock Option (Right to Buy) 11.2694 2012-05-10 4 M 0 1858 0 D 2013-03-12 Class A Common Stock 1858 0 D The number of shares subject to such options and the related exercise price have been adjusted to reflect the Issuer's spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number. The price reported in Column 4 is a weighted average share price. These shares were sold in multiple transactions at prices ranging from $19.20 to $19.35, inclusive. The reporting person undertakes to provide to Barnes & Noble, Inc., any security holders of Barnes & Noble, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4. 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 March 31, 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. One fourth of these options become exercisable on July 24 of each of the years 2003 through 2006. One fourth of these options become exercisable on March 13 of each of the years 2004 through 2007. This Amended Form 4 is being filed to reflect the fact that the shares previously reported sold were acquired through the exercise of previously reported stock options. /s/ Eugene V. DeFelice, as Attorney-in-Fact for David S. Deason 2012-12-12