Statement of Changes of Beneficial Ownership

FORM 4
[ X ] 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
                                                                                  
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OMB Number: 3235-0287
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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 *

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                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former 10% Owner
(Last)          (First)          (Middle)

C/O THE YUCAIPA COMPANIES LLC, 9130 WEST SUNSET BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2012
(Street)

LOS ANGELES, CA 90069
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/31/2012     J (1)    7170384   D $0   549554   I   Please see footnote and Remarks below   (3)
Common Stock   5/31/2012     J (2)    4723829   D $0   549554   I   Please see footnote and Remarks below   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  On May 31, 2012, Yucaipa American Alliance Fund II, L.P. ("YAAF II") made an in-kind pro rata distribution of the 7,170,384 shares of common stock, par value $0.001 per share (the "Common Stock") of the Issuer to its partners.
( 2)  On May 31, 2012, Yucaipa American Alliance (Parallel) Fund II, L.P. ("YAAF II Parallel") made an in-kind pro rata distribution of the 4,723,829 shares of Common Stock of the Issuer to its partners (together with the distribution described in footnote (1), the "Distribution").
( 3)  As a result of the Distribution, Ronald W. Burkle beneficially owns 545,930 shares of the Common Stock as of May 31, 2012 and YAAF II LLC beneficially owns 3,624 shares of Common Stock as of May 31, 2012.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BURKLE RONALD W
C/O THE YUCAIPA COMPANIES LLC
9130 WEST SUNSET BOULEVARD
LOS ANGELES, CA 90069


Former 10% Owner
Yucaipa American Alliance Fund II, LLC
C/O THE YUCAIPA COMPANIES LLC
9130 WEST SUNSET BOULEVARD
LOS ANGELES, CA 90069


Former 10% Owner
YUCAIPA AMERICAN ALLIANCE FUND II LP
C/O THE YUCAIPA COMPANIES LLC
9130 WEST SUNSET BOULEVARD
LOS ANGELES, CA 90069


Former 10% Owner
Yucaipa American Alliance (Parallel) Fund II, L.P.
C/O THE YUCAIPA COMPANIES LLC
9130 WEST SUNSET BOULEVARD
LOS ANGELES, CA 90069


Former 10% Owner
YUCAIPA AMERICAN MANAGEMENT, LLC
C/O THE YUCAIPA COMPANIES LLC
9130 WEST SUNSET BOULEVARD
LOS ANGELES, CA 90069


Former 10% Owner
YUCAIPA AMERICAN FUNDS, LLC
C/O THE YUCAIPA COMPANIES LLC
9130 EAST SUNSET BOULEVARD
LOS ANGELES, CA 90069


Former 10% Owner

Signatures
/s/ Ronald W. Burkle (on behalf of himself and the other reporting persons) 6/5/2012
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.