Edgar Filing: BURKLE RONALD W

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BURKLE RONALD W

2. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [BKS]

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)

C/O THE YUCAIPA COMPANIES LLC, 9130 WEST SUNSET BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2009

(Street)

LOS ANGELES, CA 90069

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2009		P		630,130	A	$ 19.5962 ⁽¹⁾	4,095,927 ⁽²⁾	I	Please see footnote and Remarks below. ⁽³⁾
Common Stock	11/10/2009		P		415,126	A	$ 19.5962 ⁽¹⁾	2,698,386 ⁽⁴⁾	I	Please see footnote and Remarks below. ⁽⁵⁾
Common Stock	11/11/2009		P		801,846	A	$ 20.3801 ⁽¹⁾	4,897,773 ⁽²⁾	I	Please see footnote and Remarks below. ⁽³⁾
Common Stock	11/11/2009		P		528,254	A	$ 20.3801 ⁽¹⁾	3,226,640 ⁽⁴⁾	I	Please see footnote and Remarks below. ⁽⁵⁾
Common Stock	11/12/2009		P		315,228	A	$ 20.0369 ⁽¹⁾	5,213,001 ⁽²⁾	I	Please see footnote and Remarks below. ⁽³⁾
Common Stock	11/12/2009		P		207,672	A	$ 20.0369 ⁽¹⁾	3,434,312 ⁽⁴⁾	I	Please see footnote and Remarks below. ⁽⁵⁾
Common Stock	11/13/2009		P		685,376	A	$ 20.0973 ⁽¹⁾	5,898,377 ⁽²⁾	I	Please see footnote and Remarks below. ⁽³⁾
Common Stock	11/13/2009		P		451,524	A	$ 20.0973 ⁽¹⁾	3,885,836 ⁽⁴⁾	I	Please see footnote and Remarks below. ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BURKLE RONALD W C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES, CA 90069		X
Yucaipa American Alliance Fund II, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES, CA 90069				Please refer to Remarks below.
YUCAIPA AMERICAN ALLIANCE FUND II LP C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES, CA 90069		X
Yucaipa American Alliance (Parallel) Fund II, L.P. C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES, CA 90069				Please refer to Remarks below.
YUCAIPA AMERICAN MANAGEMENT, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES, CA 90069				Please refer to Remarks below.
YUCAIPA AMERICAN FUNDS, LLC C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BOULEVARD LOS ANGELES, CA 90069				Please refer to Remarks below.

Signatures

Ronald W. Burkle (on behalf of himelf and the other reporting persons)		11/13/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Weighted average price.
(2)	After giving effect to all transactions reported in this Form 4, the aggregate amount of Common Stock held by YAAF II as of November 13, 2009, is 5,898,377 shares.
(3)	These shares are held directly by Yucaipa American Alliance Fund II, L.P. ("YAAF II").
(4)	After giving effect to all transactions reported in this Form 4, the aggregate amount of Common Stock held by YAAF II Parallel as of November 13, 2009, is 3,885,836 shares.
(5)	These shares are held directly by Yucaipa American Alliance (Parallel) Fund II, L.P. ("YAAF II Parallel").
Remarks: This Form 4 is jointly filed by (i) Ronald W. Burkle, (ii) Yucaipa American Management, LLC ("Yucaipa American"), (iii) Yucaipa American Funds, LLC ("Yucaipa American Funds"), (iv) Yucaipa American Alliance Fund II, LLC ("YAAF II LLC"), (v) YAAF II, and (vi) YAAF II Parallel. Mr. Burkle is the managing member of Yucaipa American, which is the managing member of Yucaipa American Funds, which is the managing member of YAAF II LLC, which, in turn, is the general partner of each of YAAF II and YAAF II Parallel. Each of Mr. Burkle, Yucaipa American, Yucaipa American Funds, and YAAF II, LLC, by virtue of their direct or indirect control of YAAF II and YAAF II Parallel, may be deemed to beneficially own some or all of the securities reported as being held by YAAF II and YAAF II Parallel. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, YAAF II disclaims beneficial ownership of any securities held directly by YAAF II Parallel, and YAAF II Parallel disclaims beneficial ownership of any securities held directly by YAAF II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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