Sec Form 4/A Filing - DEASON DAVID S @ BARNES & NOBLE INC - 2012-05-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
DEASON DAVID S
2. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [ BKS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP B&N Development
(Last) (First) (Middle)
C/O BARNES & NOBLE, INC., 122 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2012
(Street)
NEW YORK, NY10011
4. If Amendment, Date Original Filed (MM/DD/YY)
05/10/2012
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 05/10/2012 M 17,692 ( 1 ) A $ 13.2265 ( 1 ) 65,374 D
Common Stock 05/10/2012 M 1,858 ( 1 ) A $ 11.2694 ( 1 ) 67,232 D
Common Stock 05/10/2012 S 19,550 D $ 19.2429 ( 2 ) 47,682 D
Common Stock 921.723 ( 3 ) I By 401(k) Plan
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) $ 13.2265 ( 1 ) 05/10/2012 M 17,692 ( 1 ) ( 4 ) 07/23/2012 Class A Common Stock 17,692 ( 1 ) $ 0 0 D
Stock Option (Right to Buy) $ 11.2694 ( 1 ) 05/10/2012 M 1,858 ( 1 ) ( 5 ) 03/12/2013 Class A Common Stock 1,858 ( 1 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEASON DAVID S
C/O BARNES & NOBLE, INC.
122 FIFTH AVENUE
NEW YORK, NY10011
VP B&N Development
Signatures
/s/ Eugene V. DeFelice, as Attorney-in-Fact for David S. Deason 12/12/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of shares subject to such options and the related exercise price have been adjusted to reflect the Issuer's spin-off transaction effected on November 12, 2004 which divided all outstanding exercise prices by 1.41534 and multiplied all related shares by the same number.
( 2 )The price reported in Column 4 is a weighted average share price. These shares were sold in multiple transactions at prices ranging from $19.20 to $19.35, inclusive. The reporting person undertakes to provide to Barnes & Noble, Inc., any security holders of Barnes & Noble, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.
( 3 )Holdings under the Barnes & Noble, Inc. 401(k) Plan are reported in units. Therefore, the securities set forth in Column 5 of Table I are units. The number of units reported herein are based on a plan statement dated as of March 31, 2012. The Barnes & Noble, Inc. 401(k) Plan accounts for interests in the Barnes & Noble, Inc. Stock Fund in units consisting of shares of Barnes & Noble, Inc. common stock and a liquidity component. As a result, the number of underlying shares may fluctuate from time to time.
( 4 )One fourth of these options become exercisable on July 24 of each of the years 2003 through 2006.
( 5 )One fourth of these options become exercisable on March 13 of each of the years 2004 through 2007.

Remarks:
This Amended Form 4 is being filed to reflect the fact that the shares previously reported sold were acquired through the exercise of previously reported stock options.

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