Barnes & Noble Inc.
BARNES & NOBLE INC (Form: 4, Received: 03/16/2017 16:32:28)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RIGGIO LEONARD
2. Issuer Name and Ticker or Trading Symbol

BARNES & NOBLE INC [ BKS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

C/O BARNES & NOBLE, INC., 122 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2017
(Street)

NEW YORK,, NY 10011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/15/2016     G (1)   V 1000000   D $0   7594491   D  
 
Common Stock   3/16/2017     J (2)    712473   A $0   8306964   D  
 
Common Stock                  2316668   (3) I   By Corp.   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Gift of 1,000,000 shares to The Riggio Foundation.
( 2)  This Form 4 is being filed to reflect the transfer to the Reporting Person on March 16, 2017 of the 712,473 shares formerly held in a rabbi trust established by the Issuer in 2003 for the benefit of the Reporting Person. Those shares, which were previously reported as owned indirectly, are now owned directly.
( 3)  These 2,316,668 shares are owned indirectly through LRBKS Holdings, Inc., a Delaware corporation beneficially owned by the Reporting Person and his wife, Louise Riggio. An additional 2,428,500 shares (which include the 1,000,000 shares referred to in Note 1 above) are owned by The Riggio Foundation, a charitable trust of which Mr. and Mrs. Riggio are the co-trustees.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RIGGIO LEONARD
C/O BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK,, NY 10011
X X Chairman of the Board

Signatures
/s/ Leonard Riggio 3/16/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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