Sec Form 4 Filing - SCHULZE RICHARD M @ BEST BUY CO INC - 2012-07-23

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 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

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1. Name and Address of Reporting Person SCHULZE RICHARD M 2. Issuer Name and Ticker or Trading Symbol BEST BUY CO INC [ BBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8500 NORMANDALE LAKE BLVD; SUITE 1750 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2012 (Street) MINNEAPOLIS, MN55437 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 07/23/2012 G V 8,500,000 D $ 0 50,406,780 I Trustee for Revocable Trust Common Stock 07/23/2012 G V 209,091 D $ 0 50,197,689 I Trustee for Revocable Trust Common Stock 07/23/2012 S 2,090,909 D $ 18.3 ( 1 ) 48,106,780 I Trustee for Revocable Trust Common Stock 07/23/2012 G V 8,500,000 A $ 0 8,500,000 I Trustee for Revocable Trust Common Stock 1,732,500 D Common Stock 1,787,419 I Family Foundation Common Stock 31,672 I Sole member of LLC which is sole general partner of L.P. A Common Stock 950,169 I Sole general partner of limited partnership B Common Stock 252,312 I Sole member of LLC which is sole general partner of L.P. C Common Stock 2,061 I IRA Common Stock 11,758 I Spouse Revocable Trust Common Stock 79,718 ( 2 ) I 401(k) Common Stock 1,143,043 I Spousal GRAT Common Stock 3,801,208 I GRAT Common Stock 39,566 I Trustee for Children's Trust Common Stock 183,726 I Spouse Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option (Right to Buy) $ 32.79 04/18/2005 04/17/2015 Common Stock 11,250 11,250 D Stock Option (Right to Buy) $ 56.66 04/18/2006 04/27/2016 Common Stock 7,500 7,500 D Stock Option (Right to Buy) $ 35.33 04/19/2004 04/18/2014 Common Stock 11,250 11,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHULZE RICHARD M 8500 NORMANDALE LAKE BLVD; SUITE 1750 MINNEAPOLIS, MN55437 X Signatures /s/ Richard M. Schulze 08/28/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total sale proceeds in the amount of $38,263,634.70 were paid in the form of a promissory note. The note is payable on demand and bears interest at an annual rate equal to the applicable Federal Short-Term rate promulgated under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "AFR Rate"). Unpaid interest is compounded monthly, with the rate adjusted to reflect the AFR rate on the first calendar day of every month. ( 2 )Amount represents share equivalents calculated based on the August 24, 2012 closing price of $17.31 per BBY share. Amount has been rounded up to the nearest whole share.

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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