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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* LANE JEFFREY B/ (Last) (First) (Middle) C/O NEUBERGER BERMAN INC. 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) President, CEO
	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		774,696(1)	D	(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(3)	$44.22	10/31/2003		D			200,000	(4)	10/31/2003	Common Stock	200,000(9)	$0	0	D
Employee Stock Option (Right to Buy)(3)	$47.67	10/31/2003		D			97,580	(5)	10/31/2003	Common Stock	97,580(10)	$0	0	D
Employee Stock Option (Right to Buy)(3)	$29.1	10/31/2003		D			121,892	(5)	10/31/2003	Common Stock	121,892(11)	$0	0	D
Employee Stock Option (Right to Buy)(3)	$18.75	10/31/2003		D			150,000	(4)	10/31/2003	Common Stock	150,000(6)	$0	0	D
Employee Stock Option (Right to Buy)(3)	$21.3333	10/31/2003		D			150,000	(4)	10/31/2003	Common Stock	150,000(7)	$0	0	D
Employee Stock Option (Right to Buy)(3)	$42.6733	10/31/2003		D			102,909	(5)	10/31/2003	Common Stock	102,909(8)	$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 367,283 shares of Lehman common stock and $7,351,891.05 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. 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.

4. All unvested stock options granted under the LTIP vested on the Effective Date.

5. Previously vested.

6. The option was replaced with an option to acquire 91,560 shares of Lehman common stock for $30.72 per share.

7. The option was replaced with an option to acquire 91,560 shares of Lehman common stock for $34.95 per share.

8. The option was replaced with an option to acquire 62,815 shares of Lehman common stock for $69.92 per share.

9. The option was replaced with an option to acquire 122,080 shares of Lehman common stock for $72.45 per share.

10. The option was replaced with an option to acquire 59,562 shares of Lehman common stock for $78.10 per share.

11. The option was replaced with an option to acquire 74,402 shares of Lehman common stock for $47.68 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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