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 ^*

Marks Nancy Lurie

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)
10/06/2005

(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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	10/06/2005		U		2,301,145	D	$ 100	0	I	see footnotes ⁽¹⁾ ⁽²⁾

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
Marks Nancy Lurie 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		10/07/2005
^**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)	Reflects shares disposed of purusant to the Agreement and Plan of Merger, dated May 1, 2005, among The Neiman Marcus Group, Inc., Newton Acquisition, Inc. and Newton Acquisition Merger Sub, Inc. that are 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 reporting person beneficially owns 50% of the stock; 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; 30,074 shares held by the Peter A. Lurie Trust for the benefit of Peter A. Lurie, the son of the reporting person;
(2)	59,669 shares held by the Morris J. Lurie Family Trust for the benefit of Cathy J. Lurie; 59,669 shares held by the Morris J. Lurie Family Trust for the benefit for Peter A. Lurie; 48,208 shares held by the Marian Smith J-C-P 1976 Trust for the benefit of Cathy J. Lurie; 48,208 shares held by the Marian Smith J-C-P 1976 Trust for the benefit of Peter A. Lurie; and 20,058 shares held by Richard A. Smith Trust U/W/O Marian J. Smith fbo Debra Smith Knez. The reporting person disclaims beneficial ownership of 1,240,020 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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