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 PATRICIA F
(Last) (First) (Middle)
600 MOUNTAIN AVENUE
(Street)
MURRAY HILL NJ 07974
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LUCENT TECHNOLOGIES INC [ LU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
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)
Code V Amount (A) or (D) Price
Common Stock 11/30/2006 D 3,489,344(1) D $0 0(1) D
Common Stock 11/30/2006 D 354.539(1) D $0 0(1) I By 401K
Common Stock 11/30/2006 D 350,000(1) D $0 0(1) I By Husband
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 Options (Right to buy) $1.42 11/30/2006 D 2,500,000(2) 11/30/2006 12/15/2009 Common Stock 2,500,000 $0 0(2) D
Employee Stock Options (Right to buy) $2.42 11/30/2006 D 2,000,000(2) (3) 10/31/2013 Common Stock 2,000,000 $2.42 0(2) D
Employee Stock Options (Right to buy) $2.82 11/30/2006 D 2,250,000(2) (4) 11/30/2012 Common Stock 2,250,000 $2.82 0(2) D
Employee Stock Options (Right to buy) $3.21 11/30/2006 D 2,500,000(2) (5) 11/30/2010 Common Stock 2,500,000 $3.21 0(2) D
Employee Stock Options (Right to buy) $3.955 11/30/2006 D 2,250,000(2) (6) 11/30/2011 Common Stock 2,250,000 $3.955 0(2) D
Employee Stock Options (Right to buy) $6.26 11/30/2006 H 3,101,763(2) 11/30/2006 01/05/2012 Common Stock 3,101,763 $6.26 0(2) D
Employee Stock Options (Right to buy) $6.26 11/30/2006 D 2,268,200(2) 11/30/2006 01/05/2007 Common Stock 2,268,200 $6.26 0(2) D
Employee Stock Options (Right to buy) $11.503 11/30/2006 D 94,588(2) 11/30/2006 01/20/2007 Common Stock 94,588 $11.503 0(2) D
Employee Stock Options (Right to buy) $18.964 11/30/2006 D 456,950(2) 11/30/2006 10/06/2007 Common Stock 456,950 $18.964 0(2) D
Employee Stock Options (Right to buy) $25.7 11/30/2006 D 342,713(2) 11/30/2006 10/04/2008 Common Stock 342,713 $25.702 0(2) D
Employee Stock Options (Right to buy) $46.148 11/30/2006 D 1,142,378(2) 11/30/2006 02/15/2010 Common Stock 1,142,378 $46.148 0(2) D
Employee Stock Options (Right to buy) $51.236 11/30/2006 D 616,884(2) 11/30/2006 10/24/2009 Common Stock 616,884 $51.236 0(2) D
Explanation of Responses:
1. Pursuant to the terms of the merger agreement between Alcatel and Lucent Technologies Inc., each share of Lucent common stock, par value $.01 per share, was converted into 0.1952 of an American Depositary Share of Alcatel-Lucent ( the combined company).
2. Pursuant to the terms of the merger agreement, each option to purchase Lucent stock was converted into the right to purchase 0.1952 of an American Depositary Share of Alcatel-Lucent ( the combined company).
3. These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments beginning on 11/1/2007.
4. These options, after conversion to Alcatel-Lucent options, will vest in four equal annual installments, beginning on 12/1/2006.
5. On 11/30/2006, there were 1,250,000 options that were fully vested and exercisable. The remaining unvested options, after conversion, will vest in equal installments on 12/1/2006 and 12/1/2007.
6. As of 11/30/2006, there were 562,500 options that were fully vested and exercisable. The remaining unvested options, after conversion, will vest in 3 equal annual installments on each of 12/1/2006, 12/1/2007 and 12/1/2008.
Patricia F. Russo, by William R. Carapezzi, Jr., as attorney-in-fact 11/30/2006
** 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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