SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TANSKY BURTON M

(Last)

(First)

(Middle)

THE NEIMAN MARCUS GROUP, INC.

1618 MAIN STREET

(Street)

DALLAS

75201

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2004

4. If Amendment, Date of 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

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)
Common Stock, Class A (Restricted)⁽¹⁾	06/16/2004	06/16/2004	J		11,550	D	$0	0	D
Common Stock, Class A (Restricted)⁽²⁾	06/16/2004	06/16/2004	J		8,100	D	$0	0	D
Common Stock, Class A (PRS)⁽³⁾	06/16/2004	06/16/2004	J		16,500	D	$0	0	D
Common Stock, Class A (PRS)⁽⁴⁾	06/16/2004	06/16/2004	J		33,000	D	$0	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁵⁾	$0	06/16/2004	06/16/2004	A		11,550		11/20/2005	11/20/2010⁽⁹⁾	Common Stock, Class A	11,550	$0	11,550	D
Restricted Stock Units⁽⁶⁾	$0	06/16/2004	06/16/2004	A		8,100		10/24/2006	10/24/2011⁽⁹⁾	Common Stock, Class A	8,100	$0	8,100	D
Purchased Restricted Stock Units⁽⁷⁾	$0	06/16/2004	06/16/2004	A		16,500		11/20/2005	11/20/2010⁽⁹⁾	Common Stock, Class A	16,500	$0	16,500	D
Purchased Restricted Stock Units⁽⁸⁾	$0	06/16/2004	06/16/2004	A		33,000		10/24/2006	10/24/2011⁽⁹⁾	Common Stock, Class A	33,000	$0	33,000	D

Explanation of Responses:

1. Restricted Stock awarded 11-20-2002 rescinded by mutual agreement of the reporting person and The Neiman Marcus Group, Inc. in a transaction exempt from Section 16(b) under Rule 16b-3.

2. Restricted Stock awarded 10-24-2003 rescinded by mutual agreement of the reporting person and The Neiman Marcus Group, Inc. in a transaction exempt from Section 16(b) under Rule 16b-3.

3. Purchased Restricted Stock awarded 11-20-2002 rescinded by mutual agreement of the reporting person and The Neiman Marcus Group, Inc. in a transaction exempt from Section 16(b) under Rule 16b-3.

4. Purchased Restricted Stock awarded 10-24-2003 rescinded by mutual agreement of the reporting person and The Neiman Marcus Group, Inc. in a transaction exempt from Section 16(b) under Rule 16b-3.

5. Restricted Stock Units awarded in a transaction exempt from Section 16(b) under Rule 16b-3 pursuant to The Neiman Marcus Group, Inc. 1997 Incentive Plan, which includes tax withholding rights, to replace restricted stock awarded 11-20-2002.

6. Restricted Stock Units awarded in a transaction exempt from Section 16(b) under Rule 16b-3 pursuant to The Neiman Marcus Group, Inc. 1997 Incentive Plan, which includes tax withholding rights, to replace restricted stock awarded 10-24-2003.

7. Purchased Restricted Stock Units awarded in a transaction exempt from Section 16(b) under Rule 16b-3 pursuant to The Neiman Marcus Group, Inc. 1997 Incentive Plan, which includes tax withholding rights, to replace purchased restricted stock awarded 11-20-2002. Purchased Restricted Stock Units are purchased at 50 percent of the fair market value of the underlying Class A Common Stock on the date of the award and are subject to repurchase by the Company until the third anniversary of the grant of the award in the event of the recipient's termination of employment.

8. Purchased Restricted Stock Units awarded in a transaction exempt from Section 16(b) under Rule 16b-3 pursuant to The Neiman Marcus Group, Inc. 1997 Incentive Plan, which includes tax withholding rights, to replace purchased restricted stock awarded 10-24-2003. Purchased Restricted Stock Units are purchased at 50 percent of the fair market value of the underlying Class A Common Stock on the date of the award and are subject to repurchase by the Company until the third anniversary of the grant of the award in the event of the recipient's termination of employment.

9. The restrictions lapse on the third anniversary of the grant of the award (the "Vesting Date"). The reporting person has the right to defer distribution of the Class A Common Stock underlying the Unit to any date during the period beginning on the first, and ending on the fifth, anniversary of the Vesting Date.

Remarks:

	Burton M. Tansky	06/16/2004
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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