X0306 4 2015-07-15 0000890491 BARNES & NOBLE INC BKS 0001057419 KEATING MARY ELLEN C/O BARNES & NOBLE, INC. 122 FIFTH AVENUE NEW YORK NY 10011 0 1 0 0 Sr. VP Corp. Com. & Pub. Aff. Common Stock 2015-07-15 4 A 0 3996 0 A 46081 D Common Stock 3950.807 I By 401(k) Plan Grant of restricted stock units (payable solely in common stock of the Issuer on each vesting date), vesting in three equal annual installments on July 15 of each of the years 2016 through 2018. 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, 2015. 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/ Mary Ellen Keating 2015-07-17