Edgar Filing: NEIMAN MARCUS GROUP INC

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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subject to Section 16. Form 4 or
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(Print or Type Responses)

Form 4

1. Name and Address of Reporting Person*

KATZ KAREN

2. Issuer Name and Ticker or Trading Symbol

The Neiman Marcus Group, Inc.
(NMG.A)

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

Director

10% Owner

Officer (give
title below)

Other (specify
below)

President and CEO, Neiman Marcus Direct

(Last) (First) (Middle)

c/o The Neiman Marcus Group, Inc.
1618 Main Street

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for
Month/Day/Year

November 20, 2002

7. Individual or Joint/Group Filing (Check Applicable Line)

5. If Amendment,
Date of Original
(Month/Day/Year)

Form filed by One Reporting Person

(Street)

Dallas Texas 75201

Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date

  (Month/
    Day/
   Year)

2A.
Deemed
Execution
Date, if
any

  (Month/
    Day/
   Year)

3. Trans-
    action
    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. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect
    (I)

  (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Owner-
    ship

   (Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock, Class A

7,985

Common Stock, Class A (11/99 Restricted)

2,800

Common Stock, Class A (9/97 PARS)

1,600

Common Stock, Class A (9/98 PARS)

2,500

Common Stock, Class A (10/99 PARS)

2,000

Common Stock, Class A (11/02 PRS) (1)

11-20-02

14,000

$15.185

14,000

Common Stock, Class A (11/02 Restricted) (2)

11-20-02

6,300

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 4(b)(v).
		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.	(Over) SEC 1474 (9-02)

FORM 4 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   Follow-
   ing
   Reported
   Trans-
   action(s)
   (Instr. 4)

10. Owner-
     ship
     Form of
     Deri-
     vative
     Security:
     Direct
     (D) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

)

Explanation of Responses:

1) Purchased Restricted Stock ("PRS") awarded pursuant to The Neiman Marcus Group, Inc. 1997 Incentive Plan, which includes tax withholding rights, in a transaction exempt from Section 16(b) under Rule 16b-3. PRS is purchased at 50 percent of the fair market value on the date of the award and is subject to repurchase by the Company until the third anniversary date of the award in the event of the recipient's termination of employment.

(2) Restricted Stock awarded pursuant to The Neiman Marcus Group, Inc. 1997 Incentive Plan, which includes tax withholding rights, in a transaction exempt from Section 16(b) under Rule 16b-3. Restrictions lapse 20% on the anniversary date of the award in years 2003 through 2007.

		/s/ Karen Katz	November 22, 2002

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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