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
Tolworthy, Thomas A. Barnes & Noble, Inc. Symbol = BKS to Issuer (Check all applicable)
__________________________________________ _____________________________________________ _X_ Director ___ 10% Owner
___ 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 and President of
122 Fifth Avenue Person, if an entity December 2000 Barnes & Noble Booksellers, Inc.
__________________________________________ (voluntary) ______________________________________________________________
(Street)
New York NY 10011 5. If Amendment, Date of 7. Individual or Joint/Group Filing
Original (Month/Year) (Check applicable line)
__________________________________________ _X_ Form Filed by one Reporting Person
(City) (State) (Zip) ___ Form Filed by more than one
Reporting Person
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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 12/8/00 M 44,983(1) A $17.125(1)
Common Stock 12/8/00 S 44,983 D $25.6265 -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).
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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
---------------------------------- ----------- ---------- ------------ ----------- ----------- ---------- ----------
Stock Option (Right to Buy) $17.125(1) 12/8/00 M 44,983(1) (2) 4/2/07
Stock Option (Right to Buy) $16.75 3/7/00 A 10,790 (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 Buyer) Common Stock 44,983(1)
Stock Option (Right to Buyer) Common Stock 10,790 61,780(4) D
Explanation of Responses
(1) These options originally related to one-half the number of shares at twice the exercise price, and were reported as such.
The number of shares acquired and the related exercise price set forth above result from the two-for-one stock split
effected by the Issuer on September 22, 1997.
(2) One-third of these options became exercisable on April 3 of each of the years 1998 through 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/ Thomas A. Tolworthy 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).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure. Thomas A. Tolworthy
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