Form 4
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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
------- Washington, D.C. 20549 --------------------------
[ ]Check this box if no longer subject to OMB Number: 3235-0287
Section 16. Form 4 or Form 5 Expires: January 31, 2005
obligations may continue. See STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Estimated average burden
Instruction 1(b). hours per response.... 0.5
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(h) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person(s)
Riggio Stephen Barnes & Noble, Inc. Symbol=BKS to Issuer (Check all applicable)
__________________________________________ _____________________________________________ _X__ Director __ 10% Owner
_X__ Officer (give ___ Other (Specify
(Last) (First) (Middle) 3. IRS Identification 4. Statement for title below) below)
Number of Reporting Month/Day/Year
c/o Barnes & Noble, Inc. Person, if an entity 2/5/03
122 Fifth Avenue (voluntary) Vice Chairman and Chief Executive Officer
__________________________________________ ______________________________________________________________
(Street)
5. If Amendment, Date 7. Individual or Joint/Group Filing
New York, New York 10011 of Original (Month/ (Check Applicable Line)
__________________________________________ Day/Year) _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
2A. 5. Amount of
Deemed 3. Trans- 4. Securities Acquired (A) Securities
2. Trans- Exe- action or Disposed of (D) Beneficially 6. Ownership
action cution Code (Instr. 3, 4 and 5) Owned Form:
Date Date (Instr. ------------------------ Following Direct(D) 7. Nature of
(Month/ if any 8) (A) Reported or Indirect
1. Title of Security Day/ (Month/ ---------- Amount or Price Trans- Indirect Beneficial
(Instr.3) Year) Day/Year) Code V (D) actions(s) (I) Ownership
----------------------------- --------- --------- ---------- -------- --- -------- --------------- ------------ -------------
Common Stock 2/5/03 M 336,486(1) A $3.585(1)
Common Stock 2/5/03 S 1,700 D 17.70
Common Stock 2/5/03 S 200 D 17.69
Common Stock 2/5/03 S 100 D 17.66
Common Stock 2/5/03 S 1,600 D 17.65
Common Stock 2/5/03 S 15,800 D 17.64
Common Stock 2/5/03 S 500 D 17.63
Common Stock 2/5/03 S 4,300 D 17.62
Common Stock 2/5/03 S 6,800 D 17.61
Common Stock 2/5/03 S 5,700 D 17.60
Common Stock 2/5/03 S 900 D 17.59
Common Stock 2/5/03 S 3,300 D 17.58
Common Stock 2/5/03 S 7,800 D 17.57
Common Stock 2/5/03 S 1,400 D 17.56
Common Stock 2/5/03 S 3,500 D 17.55
Common Stock 2/5/03 S 1,100 D 17.54
Common Stock 2/5/03 S 300 D 17.53
Common Stock 2/5/03 S 1,600 D 17.52
Common Stock 2/5/03 S 200 D 17.51
Common Stock 2/5/03 S 18,600 D 17.50
Common Stock 2/5/03 S 100,000 D 17.45
Common Stock 2/5/03 S 161,086 D 17.40 -0-
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If this form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (9-02)
FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
6. Date
Exercisable
and
2. Conver- 3A. Deemed 5. Number of Deriv- Expiration
sion or 3. Trans- Execution 4. Trans- ative Securities Date (Month/
Exercise action Date, if action Acquired (A) or Day/Year)
Price of Date any Code Disposed of (D) ---------------
Deriv- (Month/ (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date Expir-
1. Title of Derivative Security ative Day/ Day/ ----- ---- ----------------------- Exercis- ation
(Instr. 3) Security Year) Year) Code V A D able Date
-------------------------------- ----------- ---------- ------------- ------------ ----------- ----------- -------- ------
Stock Option (Right to Buy) $3.585(1) 2/5/03 M 336,486(1) (2) 3/15/2003
9. Number of
Derivative 10. Ownership
Securities of Deriv-
Beneficially ative
7. Title and Amount of Underlying Owned Security:
Securities (Instr. 3 and 4) Following Direct 11. Nature of
--------------------------------- 8. Price of Reported (D) or Indirect
Amount or Derivative Trans- Indirect Beneficial
1. Title of Derivative Title Number of Security action(s) (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
---------------------- -------------------- --------- ------------- ------------- -------------- --------------
Stock Option
(Right to Buy) Common Stock 336,486(1) 3,622,705(3) D
Explanation of Responses
(1) The transactions reported herein reflect the exercise of options, and the concurrent sale of the underlying stock, held by the
Reporting Person for approximately ten years and expiring in approximately one month. 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) Of these, options with respect to 130,716 shares vested on March 15, 1995 and the balance vested on March 15, 1996.
(3) 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/ Stephen Riggio 2/7/03
**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.
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