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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Davis Stephen D

(Last)(First)(Middle)
100 PHOENIX DRIVE

(Street)
ANN ARBORMI48108

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2009
3. Issuer Name and Ticker or Trading Symbol
BORDERS GROUP INC [BGP]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP-Borders Group Operations
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 64,107
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)  (1)04/01/2014 Common Stock 15,099 $ 20.42 D  
Explanation of Responses:
1. This option becomes exercisable as follows: 33 1/3% on 4/2/2008, 66 2/3% on 4/2/2009, 100% on 4/2/2010.
/s/ By Mark D. Schairer, Authorized Representative09/24/2009
** Signature of Reporting PersonDate
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 5(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 Number.

CONFIRMING STATEMENT


This Statement confirms that the undersigned, Stephen D. Davis, has 
authorized and designated each of Thomas D. Carney, Ruth A. Kumaus, 
Roger L. Esterwood and Mark D. Schairer, acting individually, to execute 
and file on the undersigned's behalf Form ID and all Forms 3, 4, 5 and 
144 (including any amendments thereto) that the undersigned may be 
required to file with the U.S. Securities and Exchange Commission as a 
result of the undersigned's ownership of or transactions in securities 
of Borders Group, Inc.  The authority of Thomas D. Carney, 
Ruth A. Kumaus, Roger L. Esterwood and Mark D. Schairer under this 
Statement shall continue until the undersigned is no longer required to
file Forms 3, 4, 5 and 144 with regard to the undersigned's ownership of
or transactions in securities of Borders Group, Inc., unless earlier 
revoked in writing.  The undersigned acknowledges that Thomas D. Carney,
Ruth A. Kumaus, Roger L. Esterwood and Mark D. Schairer are not assuming
any of the undersigned's responsibilities to comply with: (1) Section 16
of the Securities Exchange Act of 1934; (2) requirements relating to the
filing of Form 144; or (3) any other Federal or State Securities or 
other Laws or Regulations.



Date:09/10/2009Stephen D. Davis
___________________________________
Stephen D. Davis

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