U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
/ / Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Golden, Maureen H.
(Last) (First) (Middle)
c/o Barnes & Noble, Inc.
122 Fifth Avenue
(Street)
New York New York 10011
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble, Inc. Symbol=BKS
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
July 1997
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director / / 10% Owner
/X/ Officer (give title below) / / Other (Specify below)
Vice President, General Merchandise Manager
7. Individual or Joint/Group Filing (Check applicable line)
/X/ Form Filed by one Reporting Person
/ / Form Filed by more than one Reporting Person
<PAGE>
<TABLE>
<CAPTION>
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount of
Securi-
ties
3. Trans- 4. Securities Acquired (A) Bene- 6. Owner-
2. Trans- action or Disposed of (D) ficially ship
action Code (Instr. 3, 4 and 5) Owned at Form: 7. Nature of
Date (Instr. --------------------------- End of Direct(D) or Indirect
Month/ 9) (A) Month Indirect Beneficial
1. Title of Security Day/ ----- --- Amount or Price (Instr. (I) Ownership
(Instr.3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock, par value $.001 7/1/97 M 5,000 A $20.0000 I By Spouse
Common Stock, par value $.001 7/1/97 S 5,000 D $45.5625 0 I By Spouse
Common Stock, par value $.001 0 D
</TABLE>
* If the form is filed by more than one Reporting Person,
see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Response)
<PAGE>
<TABLE>
<CAPTION> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- 4. Trans- ative Securities and Expiration Date
Exercise action action Acquired (A) or (Month/Day/Year)
Price of Date Code Disposed of (D) -----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ----- ---- ----------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V A D able Date
- ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock Option (Right to Buy) $20.00 7/1/97 M 5,000 (1) 9/26/03
Stock Option (Right to Buy) $34.25 4/3/97 A V 2,532 (2) 4/2/07
Stock Option (Right to Buy) $34.25 4/3/97 A V 3,326 (4) 4/2/07
<CAPTION>
9. Number of 10. Ownership
Derivative of Deriv-
Securities ative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
--------------------------------- 8. Price of Owned (D) or Indirect
Amount or Derivative at End Indirect Beneficial
1. Title of Derivative Title Number of Security of Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- ---------------------- -------------------- --------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stock Option
(Right to Buy) Common Stock 5,000 I By Spouse
Stock Option
(Right to Buy) Common Stock 2,532 9,174(3) I By Spouse
Stock Option
(Right to Buy) Common Stock 3,326 43,215(5) D
</TABLE>
Explanation of Responses
(1) One-third of these options became exercisable on September 26 of each
of the years 1994 through 1996.
(2) One-third of the options granted to the Reporting Person's spouse
become exercisable on April 3 of each of the years 1998 through 2000.
(3) Represents the total number of stock options (right to buy)
beneficially owned by the Reporting Person's spouse with respect to
the Issuer's Common Stock, par value $.001. The Reporting Person
disclaims beneficial ownership of the securities owned by her spouse,
and this report shall not be deemed an admission that the Reporting
Person is the beneficial owner of such securities for purposes of
Section 16 or any other purpose.
(4) One-third of the options granted to the Reporting Person become
exercisable on April 3 of each of the years 1998 through 2000.
(5) Represents the total number of stock options (right to buy)
beneficially owned by the Reporting Person with respect to the
Issuer's Common Stock, par value $.001.
By: /s/ Maureen H. Golden Date: August 7, 1997
------------------------------- --------------------
**Signature of Reporting Person
Maureen H. Golden
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
