Form 4-Miller
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
Miller, Irene R. 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)
Number of Reporting Month/Year
186 Riverside Drive Person, if an entity July 2001
__________________________________________ (voluntary) ______________________________________________________________
(Street)
5. If Amendment, Date of 8. Individual or Joint/Group Filing
New York, NY 10024 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 7/16/01 M 10,974(1) A $15.0000(1)
Common Stock 7/16/01 M 89,026(1) A $12.1875(1)
Common Stock 7/16/01 S 100,000 D $40.3293 -0-
* 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. (Over)
(Print or Type Response)
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) $15.0000(1) 7/16/01 M 10,974(1) (2) 4/4/05
Stock Option (Right to Buy) $12.1875(1) 7/16/01 M 89,026(1) (3) 1/15/06
Stock Option (Right to Buy) $23.6500 3/13/01 A V 20,000 (4) 3/12/11
9. Number of 10. Ownership Form
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 10,974(1)
Stock Option (Right to Buy) Common Stock 89,026(1)
Stock Option (Right to Buy) Common Stock 20,000 240,000(5) 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 4 of each of the years 1996 through 1998.
(3) Of these, options for 36,204 shares became exercisable on January 16, 1997 and the balance became exercisable on
January 16, 1998.
(4) One-fourth of these options become exercisable on March 13 of each of the years 2002 through 2005.
(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.
/s/ Irene R. Miller August 2, 2001
**Intentional misstatements or omissions of facts constitute ------------------------------- -----------------
Federal Criminal Violations. **Signature of Reporting Person Date
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Irene R. Miller
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