Neiman Marcus 2013 Annual Report Download - page 87

Table of Contents

The following table sets forth, as of September 19, 2014, certain information relating to the beneficial ownership of the common stock of Parent, the
sole member of Holdings, which in turn is the sole member of the Company, by (i) each person or group known by us to own beneficially more than 5% of the
outstanding shares of Class A Common Stock and Class B Common Stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of
our executive officers and directors as a group. Shares issuable upon the exercise of Parent’s stock options on September 19, 2014 or within 60 days thereafter
are considered outstanding and to be beneficially owned by the person holding such options for the purpose of computing such person’s percentage
beneficial ownership, but are not deemed outstanding for the purposes of computing the percentage of beneficial ownership of any other person. The
percentages of shares outstanding provided in the table below are based on 1,557,350 shares of Class A Common Stock and 1,557,350 shares of Class B
Common Stock outstanding as of September 19, 2014.













Affiliates of Ares Management, L.P. (3)
907,350
58.26%
1,130,400 (4) 72.58%
CPP Investment Board (USRE) Inc. (5)
907,350
58.26%
684,300
43.94%
Norman Axelrod (6)
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Nora Aufreiter (6)
—
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—
—
Phillip Bourguignon (6)
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David Kaplan (7)
—
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—
Adam Stein (7)
—
—
—
—
Scott Nishi (8)
—
—
—
—
Shane Feeney (8)
—
—
—
—
Adam Brotman (9)
—
—
—
—
Vic Gundotra
—
—
—
—
Karen W. Katz (10)
24,485
1.57%
24,485
1.57%
James E. Skinner (11)
9,737
0.63%
9,737
0.63%
James J. Gold (12)
10,638
0.68%
10,638
0.68%
Joshua G. Schulman (13)
4,303
0.28%
4,303
0.28%
John E. Koryl (14)
6,060
0.39%
6,060
0.39%


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(1) Except as otherwise noted, the address of each beneficial owner is c/o Neiman Marcus, 1618 Main Street, Dallas, Texas 75201.
(2) Pursuant to the terms of the Stockholders Agreement, each of our Sponsors has the right to designate three members of the Parent Board and to
jointly designate two independent members of the Parent Board, in each case for so long as they or their respective affiliates own at least 25% of the
then outstanding shares of Class A Common Stock. Each stockholder that is a party to the Stockholders Agreement has agreed to vote their shares of
common stock in favor of such designees. The Stockholders Agreement also contains significant transfer restrictions and certain rights of first offer,
tag-along rights, and drag-along rights. As a result, each of our Sponsors may be deemed to be the beneficial owner of the Class A Common Stock
and Class B Common Stock directly owned by the other parties to the Stockholders Agreement, including the other Sponsor. While our Sponsors
have shared beneficial ownership of the shares of Parent’s common stock directly owned by the other parties to the Stockholders Agreement, each of
our Sponsors expressly disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock directly held by the
other Sponsor, and, as a result, such shares have not been included in the table above for purposes of calculating the number of shares beneficially
owned by affiliates of Ares Management, L.P. (Ares Management) or CPP Investment Board (USRE) Inc.
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