FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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*
Deason, David S.
(Last) (First) (Middle)
c/o Barnes & Noble, Inc.
122 Fifth Avenue
(Street)
New York New York 10011
(City) (State) (Zip)
2. Date of Event Re-
quiring Statement
(Month/Day/Year)
6/4/97
3. IRS or Social Se-
curity Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Barnes & Noble, Inc. (BKS)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X Officer (give _____ Other (specify
title below) below)
Vice President-Real Estate
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (check applicable line)
X Form filed by One Reporting Person
---
--- Form filed by more than One Reporting Person
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<TABLE>
<CAPTION> Table 1 - Non-Derivative Securities Beneficially Owned
2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect
1. Title of Security Beneficially Owned (D) or Indirect (I) Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
S> <C> <C> <C
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</TABLE>
<TABLE>
<CAPTION> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of 5. Ownership
Security (Instr. 4) Expiration Date Securities Underlying Form of Deri-
- ----------------------- (Month/Day/Year) Derivative Security vative Sec- 6. Nature of
____________________ (Instr. 4) 4. Conversion or urity: Dir- Indirect
------------------------ Exercise Price ect (D) or In Beneficial
Date Exer- Expiration Amount or Number of Derivative Direct (I) Ownership
cisable Date Title of Shares Security (Instr. 5) (Instr. 5)
---------- ---------- ------- ---------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Option (right to buy) 10/4/93 3/15/01 Common 2,188 $ 7.533 D
Stock
Option (right to buy) 10/4/93 3/15/02 Common 1,069 $ 7.241 D
Stock
Option (right to buy) 10/4/93 3/15/03 Common 2,000 $ 7.168 D
Stock
Option (right to buy) (1) 9/27/03 Common 5,000 $20.000 D
Stock
Option (right to buy) (2) 4/1/04 Common 2,977 $24.000 D
Stock
Option (right to buy) (3) 7/1/04 Common 5,000 $24.000 D
Stock
Option (right to buy) (4) 4/4/05 Common 2,511 $30.000 D
Stock
Option (right to buy) (5) 4/4/05 Common 10,000 $30.000 D
Stock
Option (right to buy) (6) 5/30/06 Common 12,877 $34.875 D
Stock
Option (right to buy) (7) 12/31/06 Common 30,000 $27.000 D
Stock
Option (right to buy) (8) 4/2/07 Common 3,160 $34.250 D
Stock
Explanation of Responses
All of the above options were granted under Barnes & Noble, Inc. stock option plans in transactions exempt under Rule 16b-3.
(1) One-third of these options became exercisable on September 27 of each of the years 1994 through 1996.
(2) One-third of these options became exercisable on April 1 of each of the years 1995 through 1997.
(3) One-third of these options became/become exercisable on July 1 of each of the years 1995 through 1997.
(4) One-third of these options became/become exercisable on April 4 of each of the years 1996 through 1998.
(5) One-fourth of these options became/become exercisable on April 4 of each of the years 1996 through 1999.
(6) One-third of these options became/become exercisable on May 31 of each of the years 1997 through 1999.
(7) One-third of these options become exercisable on January 1 of each of the years 1998 through 2000.
(8) One-third of these options become exercisable on April 3 of each of the years 1998 through 2000.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. /s/ David S. Deason June 13, 1997
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------------- -------------
**Signature of Reporting Person Date
David S. Deason
Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient,
See Instruction 6 for procedure.
Page 2
(Print or Type Responses)
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