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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 33.375 | 10/06/2005 | 10/06/2005 | D | 10,000 | 09/10/1997(2) | 09/10/2006 | Class A Common Stock | 10,000 | $ 33.375 | 0 | D | |||
Employee Stock Option (right to buy) | $ 32.9375 | 10/06/2005 | 10/06/2005 | D | 20,200 | 09/09/1998(3) | 09/09/2007 | Class A Common Stock | 20,200 | $ 32.9375 | 0 | D | |||
Employee Stock Option (right to buy) | $ 24.8125 | 10/06/2005 | 10/06/2005 | D | 30,000 | 09/17/1999(4) | 09/17/2008 | Class A Common Stock | 30,000 | $ 24.8125 | 0 | D | |||
Employee Stock Option (right to buy) | $ 24.9375 | 10/06/2005 | 10/06/2005 | D | 25,000 | 12/02/1999(5) | 12/02/2008 | Class A Common Stock | 25,000 | $ 24.9375 | 0 | D | |||
Employee Stock Option (right to buy) | $ 23.125 | 10/06/2005 | 10/06/2005 | D | 30,000 | 10/06/2000(6) | 10/06/2009 | Class A Common Stock | 30,000 | $ 23.125 | 0 | D | |||
Employee Stock Option (right to buy) | $ 23.1875 | 10/06/2005 | 10/06/2005 | D | 110,000 | 11/03/2000(7) | 11/03/2009 | Class A Common Stock | 110,000 | $ 23.1875 | 0 | D | |||
Employee Stock Option (right to buy) | $ 35.625 | 10/06/2005 | 10/06/2005 | D | 63,000 | 09/22/2001(8) | 09/22/2010 | Class A Common Stock | 63,000 | $ 35.625 | 0 | D | |||
Employee Stock Option (right to buy) | $ 36.5 | 10/06/2005 | 10/06/2005 | D | 25,000 | 05/15/2002(9) | 05/15/2011 | Class A Common Stock | 25,000 | $ 36.5 | 0 | D | |||
Employee Stock Option (right to buy) | $ 24.5 | 10/06/2005 | 10/06/2005 | D | 30,000 | 09/21/2002(10) | 09/21/2011 | Class A Common Stock | 30,000 | $ 36.5 | 0 | D | |||
Employee Stock Option (right to buy) | $ 30.97 | 10/06/2005 | 10/06/2005 | D | 70,000 | 09/20/2005(11) | 09/20/2008 | Class A Common Stock | 70,000 | $ 30.97 | 0 | D | |||
Employee Stock Option (right to buy) | $ 43.05 | 10/06/2005 | 10/06/2005 | D | 76,000 | 09/19/2006(12) | 09/19/2009 | Class A Common Stock | 76,000 | $ 43.05 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TANSKY BURTON M THE NEIMAN MARCUS GROUP, INC. 1618 MAIN STREET DALLAS, TX 75201 |
X | President and CEO |
Burton M. Tansky | 10/11/2005 | |
**Signature of Reporting Person | Date |
* | 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) | The Class A Common Stock reported herein represents shares issued to the reporting person as restricted, purchased restricted stock, restricted units or purchased restricted stock units pursuant to certain of The Neiman Marcus Group's incentive plans that were disposed of pursuant to the merger agreement among The Neiman Marcus Group, Inc., Newton Acquisition, Inc. and Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $100.00 per share or unit, as applicable. |
(2) | This option, which provided for vesting in five annual installments beginning 9-10-1997, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $666,250, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(3) | This option, which provided for vesting in five annual installments beginning 9-9-1998, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $1,354,662.50, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(4) | This option, which provided for vesting in five annual installments beginning 9-17-1999, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $2,255,625, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(5) | This option, which provided for vesting in five annual installments beginning 12-02-1999, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $1,876,562.50, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(6) | This option, which provided for vesting in five annual installments beginning 10-06-2000, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $2,306,250, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(7) | This option, which provided for vesting in five annual installments beginning 11-03-2000, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $8,449,375, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(8) | This option, which provided for vesting in five annual installments beginning 9-22-2001, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $4,055,625, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(9) | This option, which provided for vesting in five annual installments beginning 5-15-2002, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $1,587,500, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(10) | This option, which provided for vesting in five annual installments beginning 9-21-2002, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $2,265,000, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(11) | This option, which provided for vesting beginning 9-20-2005, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $4,832,100, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |
(12) | This option, which provided for vesting beginning 9-19-2006, was cancelled in connection with the merger with Newton Acquisition Merger Sub, Inc. in exchange for a cash payment of $4,328,200, representing the difference between the exercise price of the option and the per share merger consideration payable in connection with the merger, i.e. $100.00 per share. |