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^*

RUSSO THOMAS A

(Last)

(First)

(Middle)

LEHMAN BROTHERS

745 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEHMAN BROTHERS HOLDINGS INC [ LEH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2006

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	11/30/2006		M		2,369	A	$0	58,829	D
Common Stock	11/30/2006		M		64,198	A	$0	123,027	D
Common Stock	11/30/2006		M		27,623	A	$0	150,650	D
Common Stock	11/30/2006		M		22,333	A	$0	172,983	D
Common Stock	11/30/2006		M		824	A	$0	173,807	D
Common Stock	11/30/2006		M		13,741	A	$0	187,548	D
Common Stock	11/30/2006		F⁽¹⁾		62,700	D	$73.67	124,848	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)
1996-1997 Performance Stock Units	$0	11/30/2006		A		445,990⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	445,990	$0	445,990	D
2001 Performance Stock Units⁽⁴⁾	$0	11/30/2006		M			22,333	⁽⁵⁾	⁽⁵⁾	Common Stock	22,333	$0	44,666	D
2001 PSU Dividend	$0	11/30/2006⁽⁶⁾		A		414		⁽⁵⁾	⁽⁵⁾	Common Stock	414	$0	824	D
2001 PSU Dividend⁽⁴⁾	$0	11/30/2006		M			824⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	824	$0	0	D
2001 Restricted Stock Units⁽⁸⁾	$0	11/30/2006		M			64,198	⁽⁹⁾	⁽⁹⁾	Common Stock	64,198	$0	0	D
2001 RSU Dividend	$0	11/30/2006⁽⁶⁾		A		1,976		⁽⁹⁾	⁽⁹⁾	Common Stock	1,976	$0	2,369	D
2001 RSU Dividend⁽⁸⁾	$0	11/30/2006		M			2,369⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	2,369	$0	0	D
2002 Performance Stock Units⁽⁴⁾	$0	11/30/2006		M			13,741⁽¹¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	13,741	$0	26,666	D
2003 Performance Stock Units⁽⁴⁾	$0	11/30/2006		M			27,623⁽¹¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	27,623	$0	54,000	D

Explanation of Responses:

1. Applicable taxes due upon conversion of Restricted Stock Units and Performance Stock Units paid by withholding of shares.

2. On November 30, 2006, with the approval of the Compensation and Benefits Committee, the Reporting Person agreed to the modification of the vesting terms of the 1996-1997 Performance Stock Units as described herein rather than payment following a change in control or under such other circumstances as the Compensation and Benefits Committee might determine.

3. The modified 1996-1997 Performance Stock Units will vest in ten equal annual installments from 2007 to 2016 with each year's annual installment vesting on November 30th of such year provided the Reporting Person continues to be an employee on the vesting date of such installment. Vested installments will remain subject to forfeiture for detrimental behavior for two years, after which time they will convert to Common Stock and be issued to the Reporting Person.

4. Performance Stock Units which were previously earned and reported as 2001 Performance Stock Units, 2002 Performance Stock Units and 2003 Performance Stock Units, all of which were granted in the form of Restricted Stock Units, vest and convert to Common Stock in one-third increments on November 30 in each of 2006, 2007 and 2008. This one-third increment converted to freely transferable Common Stock on November 30, 2006.

5. Pursuant to their terms, a one-third increment of the 2001 Performance Stock Units, 2002 Performance Stock Units and 2003 Performance Stock Units converted to freely transferable Common Stock on November 30, 2006.

6. Dividends paid on various dates.

7. Total of all Performance Stock Units received to date as dividends on the related Performance Stock Unit award.

8. Restricted Stock Units which were previously earned and reported converted to freely transferable Common Stock on November 30, 2006.

9. Pursuant to their terms, the 2001 Restricted Stock Units converted to freely transferable Common Stock on November 30, 2006.

10. Total of all Restricted Stock Units received to date as dividends on the related Restricted Stock Unit award.

11. Total includes additional amounts received to date pursuant to dividend reinvestment.

	Jeffrey A. Welikson, Attorney-in-fact	12/01/2006
	** 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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