Form 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ ]Check this box if no longer subject to
Section 16. Form 4 or Form 5 FORM 4
obligations may continue. See
Instruction 1(b) 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
Riggio, Leonard Barnes & Noble, Inc. (NYSE Symbol=BKS) to Issuer (Check all applicable)
__________________________________________ _____________________________________________ _X_ Director _X_ 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
122 Fifth Avenue Person, if an entity July 2002 Chairman of the Board
__________________________________________ (voluntary) ______________________________________________________________
(Street)
5. If Amendment, Date of 7. Individual or Joint/Group Filing
New York, New York 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)
----------------------------- --------- ---------- -------- --- -------- ------------ ------------- ------------
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 2
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)(1)(2) $10.125 7/24/02 J 649,334 (4) 9/28/03
Stock Option (Right to Buy)(1)(2) $13.50 7/24/02 J 669,416 (4) 9/28/03
Stock Option (Right to Buy)(3) $23.65 7/24/02 J 681,250 (5) 3/12/11
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 Common Stock 649,334
Buy)(1)(2)
Stock Option (Right to Common Stock 669,416
Buy)(1)(2)
Stock Option (Right to Common Stock 681,250 2,018,750(6) D
Buy)(3)
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 and related exercise price have been adjusted to reflect the two-for-one stock split effected by the
Issuer on September 22, 1997.
(2) On July 24, 2002, Leonard Riggio, Chairman of the Board of the Issuer, entered into an Agreement with Stephen Riggio,
Chief Executive Officer of the Issuer, approved by the Compensation Committee of the Issuer's Board of Directors, granting
Stephen Riggio options to direct Leonard Riggio to exercise these options currently held by Leonard Riggio. Upon any such
exercise, Stephen Riggio would be entitled to the value of the Common Stock over $18.72 per share, and Leonard Riggio would be
entitled to the value of the Common Stock up to $18.72 per share, less the per share exercise price. Stephen Riggio's rights
under the Agreement with respect to these options vest as follows: 1,000,000 shares vest on December 18, 2002 and the balance
(318,750 shares) vest on September 18, 2003. The Agreement was entered into without payment of any kind, in connection with
Stephen Riggio's succeeding Leonard Riggio as Chief Executive Officer of the Issuer.
(3) On July 24, 2002, Leonard Riggio, Chairman of the Board of the Issuer, entered into an Agreement with Stephen Riggio,
Chief Executive Officer of the Issuer, approved by the Compensation Committee of the Issuer's Board of Directors, granting
Stephen Riggio options to direct Leonard Riggio to exercise these options currently held by Leonard Riggio. Upon any such
exercise, Stephen Riggio would be entitled to the value of the Common Stock over the $23.65 per share exercise price.
Stephen Riggio's rights under the Agreement with respect to these options vest on September 18, 2003. The Agreement was
entered into without payment of any kind, in connection with Stephen Riggio's succeeding Leonard Riggio as Chief Executive
Officer of the Issuer.
(4) One-third of these options became exercisable on September 28 of each of the years 1994 through 1996.
(5) One fourth of these options became exercisable on March 13, 2002 and one-fourth of these options become exercisable on
March 13 of each of the years 2003 throgh 2005.
(6) Represents the total number of stock options (right to buy) beneficially owned by the Reporting Person with respect to the
Issuer's Common Stock. This number remains unchanged as a result of the reported transaction.
/s/ Leonard Riggio August 9, 2002
**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). Leonard Riggio
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.