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*
SUNDMAN PETER E
(Last) (First) (Middle)
C/O NEUBERGER BERMAN
605 THIRD AVENUE
(Street)
NEW YORK NY 101583698
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEUBERGER BERMAN INC [ NEU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2003
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)
Code V Amount (A) or (D) Price
Common Stock 10/31/2003 D 271,913(1) D (2) 0 D
Common Stock 10/31/2003 D 192,435(3) D (2) 0 I By Sundman Associates, L.P.(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right To Buy)(5) $44.22 10/31/2003 D 100,000 (6) 10/31/2003 Common Stock 100,000(7) $0 0 D
Employee Stock Option (Right to Buy) $47.67 10/31/2003 D 56,514 (8) 10/31/2003 Common Stock 56,514(9) $0 0 D
Employee Stock Option (Right to Buy)(5) $29.1 10/31/2003 D 72,015 (8) 10/31/2003 Common Stock 72,015(10) $0 0 D
Employee Stock Option (Right to Buy)(5) $18.75 10/31/2003 D 90,000 (6) 10/31/2003 Common Stock 90,000(11) $0 0 D
Employee Stock Option (Right to Buy)(5) $21.3333 10/31/2003 D 90,000 (6) 10/31/2003 Common Stock 90,000(12) $0 0 D
Employee Stock Option (Right to Buy)(5) $42.6733 10/31/2003 D 59,837 (8) 10/31/2003 Common Stock 59,837(13) $0 0 D
Explanation of Responses:
1. Disposed of pursuant to the terms and provisions of the Agreement and Plan of Merger, dated as of July 21, 2003 (the 'Merger Agreement'), among Lehman Brothers Holdings Inc. ('Lehman'), Ruby Acquisition Company and Neuberger Berman Inc. ('Neuberger Berman'), in exchange for 128,913 shares of Lehman common stock and $2,580,520.74 in cash on October 31, 2003, the effective date of the merger (the 'Effective Date').
2. The closing price of Lehman common stock on the Effective Date was $72.00 per share.
3. Disposed of pursuant to the terms and provisions of the Agreement and Plan of Merger, dated as of July 21, 2003 (the 'Merger Agreement'), among Lehman Brothers Holdings Inc. ('Lehman'), Ruby Acquisition Company and Neuberger Berman Inc. ('Neuberger Berman'), in exchange for 91,233 shares of Lehman common stock and $1,826,238.33 in cash on October 31, 2003, the effective date of the merger (the 'Effective Date').
4. Shares held by Sundman Associates, L.P. of which Sundman Associates, Inc. is the sole general partner and 1% owner. The Reporting Person is the sole stockholder of Sundman Associates, Inc. The remaining 99% ownership of Sundman Associates, L.P. is held by The Sundman 1998 Trust of which the Reporting Person does not serve as trustee and the Reporting Person's spouse, their decendants and trusts created for their benefit are the beneficiaries.
5. On the Effective Date, all outstanding employee stock options to purchase Neuberger Berman's common stock granted under the 1999 Neuberger Berman Inc. Long-Term Incentive Plan, as amended, (the 'LTIP'), converted into options to purchase shares of Lehman common stock in accordance with the terms and provisions of the Merger Agreement.
6. All unvested stock options granted under the LTIP vested on the Effective Date.
7. The option was replaced with an option to acquire 61,040 shares of Lehman common stock for $72.45 per share.
8. Previously vested.
9. The option was replaced with an option to acquire 34,496 shares of Lehman common stock for $78.10 per share.
10. The option was replaced with an option to acquire 43,957 shares of Lehman common stock for $47.68 per share.
11. The option was replaced with an option to acquire 54,936 shares of Lehman common stock for $30.72 per share.
12. The option was replaced with an option to acquire 54,936 shares of Lehman common stock for $34.95 per share.
13. The option was replaced with an option to acquire 36,524 shares of Lehman common stock for $69.92 per share.
Remarks:
By: Maxine L. Gerson as Attorney-in-fact for 11/04/2003
** 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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