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 ROBERT A

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)

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

(Last)

(First)

(Middle)

GOULSTON & STORRS, P.C., 400 ATLANTIC AVENUE--ATTN: MARK BALK

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2004

(Street)

BOSTON, MA 02110-3333

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	12/28/2004		G	V	31,000 ⁽¹⁾	D	$ 66.4	144,463	D
Class B Common Stock								251,145	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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
SMITH ROBERT A GOULSTON & STORRS, P.C. 400 ATLANTIC AVENUE--ATTN: MARK BALK BOSTON, MA 02110-3333	X			Member of Schedule 13D group

Signatures

/s/ Mark D. Balk, Attorney-in-Fact		12/30/2004
^**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 31,000 shares by the reporting person to Robert and Dana Smith Charitable Foundation, of which the reporting person is a trustee.
(2)	Reflects the shares owned directly or indirectly by the following persons or entities and indirectly by the reporting person: 39,091 shares owned indirectly as a trustee of the Susan F. Smith Grantor Retained Annuity Trust 5 Years udt dated September 1, 1998 fbo Robert A. Smith; 28,997 shares owned indirectly as a trustee of the Susan F. Smith Grantor Retained Annuity Trust 7 Years udt dated August 10, 1994 fbo Robert A. Smith;
(3)	4,741 shares owned indirectly by Dana A. Weiss, the wife of the reporting person, as a trustee of the Robert A. Smith and Dana Weiss 1994 Childrens Trust fbo Madeleine W. Smith; 4,741 shares owned indirectly by Dana A. Weiss as a trustee of the Robert A. Smith and Dana Weiss 1994 Childrens Trust fbo Ryan A. Smith; 4,741 shares owned indirectly by Dana A. Weiss as a trustee of the Robert A. Smith and Dana Weiss 1994 Childrens Trust fbo Jackson A. Smith; 52,360 shares owned indirectly by Robert A. Smith and Dana A. Weiss as trustees of the Robert A. Smith Grantor Retained Annuity Trust; 16,069 shares owned indirectly by Dana A. Weiss as a trustee of the Robert A. Smith 1998 Grantor Retained Annuity Trust fbo Jackson A. Smith; 16,070 shares owned indirectly by Dana A. Weiss as a trustee of the Robert A. Smith 1998 Grantor Retained Annuity Trust fbo Madeleine W. Smith;
(4)	16,069 shares owned indirectly by Dana A. Weiss as a trustee of the Robert A. Smith 1998 Grantor Retained Annuity Trust fbo Ryan A. Smith; 48,208 shares owned indirectly by the reporting person as a trustee for the Robert A. Smith 1978 Insurance Trust; 6,686 shares owned indirectly by Richard A. Smith and Dana A. Weiss as guardians of the property of Madeleine W. Smith, the daughter of the reporting person; 6,686 shares owned indirectly by Richard A. Smith and Dana A. Weiss as guardians of the property of Ryan A. Smith, the son of the reporting person; and 6,686 shares owned indirectly by Richard A. Smith and Dana A. Weiss as guardians of the property of Jackson A. Smith, the son of the reporting person. The reporting person disclaims beneficial ownership of 62,431 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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