Sec Form 4 Filing - HOFF SUSAN S @ BEST BUY CO INC - 2006-01-26

Insider filing report for Changes in Beneficial Ownership
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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
HOFF SUSAN S
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP - CCO
(Last) (First) (Middle)
7601 PENN AVENUE SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
01/26/2006
(Street)
RICHFIELD, MN55423
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 03/25/2005 G V 639 A $ 0 23,300 D
Common Stock 01/26/2006 M 2,111 A $ 30.67 25,411 D
Common Stock 01/26/2006 M 5,625 A $ 19.11 31,036 D
Common Stock 01/26/2006 M 6,375 A $ 39.59 37,411 D
Common Stock 01/26/2006 M 6,056 A $ 36.73 43,467 D
Common Stock 01/26/2006 S 20,167 D $ 50 23,300 D
Common Stock 6,960 D ( 1 )
Common Stock 03/25/2005 G V 1,278 A $ 0 703,587 I By Trusts ( 2 )
Common Stock 2,377 I 401(k) plan
Common Stock 657 I Spouse
Common Stock 4,664 I Spouse 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) $ 30.67 01/26/2006 M 2,111 07/27/2001( 3 ) 07/26/2011 Common Stock 2,111 $ 0 0 D
Stock Option (Right to Buy) $ 51.27 04/11/2002( 3 ) 04/10/2012 Common Stock 12,236 12,236 D
Stock Option (Right to Buy) $ 19.11 01/26/2006 M 5,625 01/16/2003( 3 ) 01/15/2013 Common Stock 5,625 $ 0 5,625 D
Stock Option (Right to Buy) $ 39.59 01/26/2006 M 6,375 11/03/2003( 3 ) 11/02/2013 Common Stock 6,375 $ 0 12,750 D
Stock Option (Right to Buy) $ 36.73 01/26/2006 M 6,056 10/11/2004( 3 ) 10/10/2014 Common Stock 6,056 $ 0 18,169 D
Stock Option (Right to Buy) $ 46.8 11/08/2005 11/07/2015 Common Stock 26,133 26,133 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOFF SUSAN S
7601 PENN AVENUE SOUTH
RICHFIELD, MN55423
SVP - CCO
Signatures
/s/ Matthew J. Norman Attorney-in-fact for Susan S. Hoff 01/30/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted shares that will vest in a range from 0%-100% three years from the date of grant, depending on satisfaction of certain performance factors.
( 2 )Includes a trust of which the reporting person is a trustee and a beneficiary, two trusts held for the benefit of the reporting person's children of which the reporting person is a co-trustee, and a remainder trust of which the reporting person is the sole beneficiary.
( 3 )The date indicated is the grant date and the options vest in four equal annual installments beginning one year from such 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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