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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
1. Name and Address of Reporting Person*
Toulantis Marie J.
(Last) (First) (Middle)
c/o barnesandnoble.com inc.
76 Ninth Avenue, 11th Floor
(Street)
New York New York 10011
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
May 24, 1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
barnesandnoble.com inc. Trading Symbol = bnbn
5. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director / / 10% Owner
/X/ Officer (give title below) / / Other (specify below)
Chief Financial Officer
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Reporting (Check applicable line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the Form is filed by more than one Reporting Person, see instruction
5(b)(v).
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<TABLE>
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Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5)
- -------------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
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Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
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<S> <C> <C> <C> <C>
Stock Option (right to buy)(1) (2) 5/14/09 Class A Common Stock 900,000
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5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Stock Option (right to buy)(1) (3) D
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Explanation of Responses:
(1) These options constitute Replacement Options under and as defined in the
Issuer's 1999 Incentive Plan. They will be issued and effective as of the
date of the consummation of the Issuer's initial public offering of Class
A Common Stock (the "IPO"). The options being replaced were originally
issued on May 15, 1999.
(2) 225,000 of these options become exercisable on June 1, 1999, and 168,750
of these options become exercisable on February 1 of each of the years
2000 through 2003.
(3) The per share exercise price of these options is the per share IPO price.
/s/ Marie J. Toulantis May 24, 1999
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**Signature of Reporting Person Date
Marie J. Toulantis
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).