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 ^*

Berylson John G

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)
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	10/06/2005		U		96	D	$ 100	0	D
Class B Common Stock	10/06/2005		U		313,363	D	$ 100	0	I	see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

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
Berylson John G 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 the shares disposed of pursuant 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 owned directly or indirectly by the following persons or entities and indirectly by the reporting person: 134,418 shares owned directly by Amy Smith Berylson, the wife of the reporting person; 28,997 shares owned indirectly by Amy Smith Berylson as trustee of the Susan F. Smith Grantor Retained Annuity Trust - 7 Years u/d/t dated August 10, 1994 f/b/o Amy Smith Berylson; 5,376 shares owned indirectly by the reporting person as trustee of the J-J-E 1988 Trust udt dated November 1, 1988 fbo Jennifer Berylson; 5,376 shares owned indirectly by the reporting person as trustee of the J-J-E 1988 Trust udt dated November 1, 1988 fbo James Berylson; 5,376 shares owned indirectly by the reporting person as trustee of the J-J-E 1988 Trust udt dated November 1, 1988 fbo Elizabeth Berylson;
(2)	18,078 shares owned indirectly by the reporting person as trustee of the Amy Smith Berylson 1998 Grantor Retained Annuity Trust fbo Jennifer L. Berylson; 18,078 shares owned indirectly by the reporting person as trustee of the Amy Smith Berylson 1998 Grantor Retained Annuity Trust fbo Elizabeth S. Berylson; 18,078 shares owned indirectly by the reporting person as trustee of the Amy Smith Berylson 1998 Grantor Retained Annuity Trust fbo James T. Berylson; 59,529 shares owned indirectly by the reporting person and Amy Smith Berylson as trustees of the Amy Smith Berylson Grantor Retained Annuity Trust;
(3)	48,208 shares owned indirectly by Amy Smith Berylson as trustee of the Amy Smith Berylson Insurance Trust; 6,685 shares owned directly by Jennifer L. Berylson, the daughter of the reporting person; 6,686 shares owned indirectly by John G. Berylson and Amy Smith Berylson as guardians for James Berylson, the son of the reporting person; and 6,686 shares owned indirectly by John G. Berylson and Amy Smith Berylson as guardians for Elizabeth Berylson, the daughter of the reporting person. The reporting person disclaims beneficial ownership of all 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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