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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 1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person Archbold, Michael G. Barnes & Noble, Inc. Symbol=BKS to Issuer (Check all applicable) __________________________________________ _____________________________________________ ___ Director ___ 10% Owner _X_ Officer (give ___ Other (Specify (Last) (First) (Middle) 3. IRS Identification 4. Statement for title below) below) c/o Barnes & Noble, Inc. Number of Reporting Month/Year Vice President 122 Fifth Avenue Person, if an entity December 2000 __________________________________________ (voluntary) ______________________________________________________________ (Street) 5. If Amendment, Date of 7. Individual or Joint/Group Filing New York NY 10011 Original (Month/Year) (Check applicable line) __________________________________________ _X_ Form Filed by one Reporting Person (City) (State) (Zip) ___ Form Filed by more than one Reporting Person > Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 5. Amount of 3. Trans- 4. Securities Acquired (A) Securities 2. Trans- action or Disposed of (D) Beneficially 6. Ownership action Code (Instr. 3, 4 and 5) Owned at Form: 7. Nature of Date (Instr. --------------------------- End of Direct(D) Indirect Month/ 8) (A) Month or Beneficial 1. Title of Security Day/ ----- --- Amount or Price (Instr. Indirect(I) Ownership (Instr.3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4) ----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------ Common Stock 12/5/00 M 2,000 A $17.4375 Common Stock 12/5/00 S 2,000 D $27.75 Common Stock 12/6/00 M 3,000 A $17.125 Common Stock 12/6/00 S 3,000 D $27.75 -0- Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If this form is filed by more than one reporting person, see Instruction 4(b)(v). Page 1 of 2Table 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 ---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ---------- Stock Option (Right to Buy) $17.4375 12/5/00 M 2,000 (1) 5/30/06 Stock Option (Right to Buy) $17.125 12/6/00 M 3,000 (2) 4/3/07 Stock Option (Right to Buy) $16.75 3/7/00 A 6,640 (3) 3/6/10 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) ---------------------- -------------------- --------- ------------- ------------- -------------- -------------- Stock Option (Right to Buy) Common Stock 2,000 Stock Option (Right to Buy) Common Stock 3,000 Stock Option (Right to Buy) Common Stock 6,640 45,874(4) D Explanation of Responses (1) One-third of these options became exercisable on May 31 of each of the years 1997 through 1999. (2) Of these options, 1,164 became exercisable on each of April 4, 1998 and April 4, 1999 and the balance became exercisable on April 4, 2000. (3) One-fourth of these options become exercisable on March 7 of each of the years 2001 through 2004. (4) Represents the total number of stock options (right to buy) beneficially owned by the Reporting Person with respect to the Issuer's Common Stock. /s/Michael G. Archbold January 9, 2001 **Intentional misstatements or omissions of facts constitute ------------------------------- ---------- Federal Criminal Violations. See 18 U.S.C. 1001 and **Signature of Reporting Person Date 15 U.S.C. 78ff(a). Michael G. Archbold 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 of 2
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