U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL 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).
/ / Form 3 Holdings Reported
/X/ Form 4 Transactions Reported.
<PAGE>
1. Name and Address of Reporting Person*
Cully David K.
(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
1/31/98
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, and President of Barnes & Noble Distribution
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
Bene-
ficially
4. Securities Acquired (A) Owned at 6. Owner-
2. Trans- 3. Trans- or Disposed of (D) End of ship
action action (Instr. 3, 4 and 5) Issuer's Form: 7. Nature of
Date Code --------------------------- Fiscal (D) or Indirect
Month/ (Instr. 8) (A) Year Indirect Beneficial
1. Title of Security Day/ ---------- Amount or Price (Instr. (I) Ownership
(Instr.3) Year) Code (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 8/26/97 M 4,525 A $ 7.1680
Common Stock 8/26/97 S 4,525 D $48.0802
Common Stock 8/26/97 M 5,000 A $20.0000
Common Stock 8/26/97 S 5,000 D $48.0802
Common Stock 8/26/97 M 5,292 A $24.0000
Common Stock 8/26/97 S 5,292 D $48.0802
Common Stock 8/26/97 M 3,162 A $30.0000
Common Stock 8/26/97 S 3,162 D $48.0802
Common Stock 8/26/97 M 4,860 A $30.0000
Common Stock 8/26/97 S 4,860 D $48.0802 0
</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 of indirectly.
(Print or Type Responses)
<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- ative Securities and Expiration Date
Exercise action Acquired (A) or (Month/Day/Year)
Price of Date 4. Trans- Disposed of (D) -----------------------
Deriv- (Month/ action (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ Code ----------------------- Exercis- Expiration
(Instr. 3) Security Year) (Instr. 8) A D able Date
- ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock Option (Right to Buy)(1) $34.25(2) 4/4/97 A 29,989(2) (3) 4/3/07
Stock Option (Right to Buy) $7.168 8/26/97 M 4,525 10/4/93 3/15/03
Stock Option (Right to Buy) $20.000 8/26/97 M 5,000 (4) 9/27/03
Stock Option (Right to Buy) $24.000 8/26/97 M 5,292 (5) 4/1/04
Stock Option (Right to Buy) $30.000 8/26/97 M 3,162 (6) 4/4/05
Stock Option (Right to Buy) $30.000 8/26/97 M 4,860 4/4/96 4/4/05
</TABLE>
<TABLE>
<CAPTION>
9. Number of 10. Ownership
Derivative Form of
7. Title and Amount of Underlying Securities Derivative
Securities (Instr. 3 and 4) Benefi- Direct 11. Nature of
--------------------------------- 8. Price of cially (D) or Indirect
Amount or Derivative at End Indirect Beneficial
1. Title of Derivative Title Number of Security of Year (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 29,989(2) --
Stock Option (Right
to Buy) Common Stock 4,525 --
Stock Option (Right
to Buy) Common Stock 5,000 --
Stock Option (Right
to Buy) Common Stock 5,292 --
Stock Option (Right
to Buy) Common Stock 3,162 --
Stock Option (Right
to Buy) Common Stock 4,860 -- 204,208(7) D
</TABLE>
Explanation of Responses
(1) Issued pursuant to Issuer's 1996 Incentive Plan.
(2) As a result of the two-for-one stock split effected by the Issuer on
September 22, 1997, this stock option now represents the right to buy
59,978 shares of Common Stock at an exercise price of $17.125 per
share.
(3) One-fourth of these options become exercisable on April 4 of each of
the years 1998 through 2001.
(4) One-third of these options became exercisable on September 27 of each
of the years 1994 through 1996.
(5) One-third of these options became exercisable on April 1 of each of the
years 1995 through 1997.
(6) One-half of these options became exercisable on April 4 of each of the
years 1996 and 1997.
(7) This amount represents the total number of stock options (right to buy)
beneficially owned by the Reporting Person with respect to the Issuer's
Common Stock, and reflects the two-for-one stock split effected by the
Issuer on September 22, 1997.
By: /s/ David K. Cully Date: March 12, 1998
------------------------------- --------------------
**Signature of Reporting Person
David K. Cully
** 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.
