Edgar Filing: NEIMAN MARCUS GROUP INC

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 ^*

SMITH SUSAN F

2. Issuer Name and Ticker or Trading Symbol
NEIMAN MARCUS GROUP INC [NMG.B]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of Schedule 13D group

(Last)

(First)

(Middle)

C/O MARK D. BALK, GOULSTON & STORRS, PC, 400 ATLANTIC AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2005

(Street)

BOSTON, MA 02110

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

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 (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)
Class B Common Stock	07/25/2005		G	V	267,778 ⁽¹⁾	D	$ 97.93	0	D
Class B Common Stock								2,907,784	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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
SMITH SUSAN F C/O MARK D. BALK, GOULSTON & STORRS, PC 400 ATLANTIC AVENUE BOSTON, MA 02110				Member of Schedule 13D group

Signatures

/s/ Mark D. Balk, Attorney-in-Fact		07/27/2005
^**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)	Represents a gift of (i) 265,794 shares by the reporting person to Richard and Susan Smith 1990 Charitable Trust, of which the reporting person is a trustee, and (ii) 1,984 shares by the reporting person to Richard and Susan Smith Family Foundation, of which the reporting person is a trustee.
(2)	Reflects shares held directly by the following persons or entities and indirectly by the reporting person: 86,991 shares held by Marian Realty Company of which the husband of the reporting person beneficially owns 50% of the stock; 144,301 shares held by the Susan F. Smith Grantor Retained Annuity Trust 15 Years; 974,134 shares held by the Trust U/W Philip Smith for the benefit of Richard A. Smith; 974,134 shares held by the Trust U/W Philip Smith for the benefit of Nancy L. Marks; 24,104 shares held by the Richard A. Smith 1976 Trust for the benefit of Amy Smith Berylson;
(3)	48,208 shares held by the Richard A. Smith 1976 Trust for the benefit of Debra Smith Knez; 48,208 shares held by the Richard A. Smith 1976 Trust for the benefit of Robert A. Smith; 12,052 shares held by the Marian Smith D R A 1976 Trust for the benefit of Amy Smith Berylson; 24,104 shares held by the Marian Smith D R A 1976 Trust for the benefit of Debra Smith Knez; 24,104 shares held by the Marian Smith D R A 1976 Trust for the benefit of Robert A. Smith;
(4)	20,058 shares held by the Richard A. Smith Family Trust U/W/O Marian J. Smith for the benefit of Robert A. Smith; 20,058 shares held by the Richard A. Smith Family Trust U/W/O Marian J. Smith for the benefit of Debra Smith Knez; 183,793 shares held by C J P Trust fbo Cathy Lurie U/I/T dated 12/10/73; 183,793 shares held by C J P Trust fbo Peter Lurie U/I/T dated 12/10/73; 30,074 shares held by Peter A. Lurie Trust U/W/O Marian J. Smith;
(5)	59,669 shares held by Morris J. Lurie Family Trust U/I/T dated 4/15/58 fbo Cathy J. Lurie; 59,669 shares held by Morris J. Lurie Family Trust U/I/T dated 4/15/58 fbo Peter A. Lurie; and 10,388 shares owned indirectly by the wife of the reporting person as trustee of the ADR Charitable Foundation and Trust U/D/T Dated 11/1/68. The reporting person disclaims beneficial ownership of 2,676,492 of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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