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^*

Walpole Thomas

(Last)

(First)

(Middle)

3399 PEACHTREE ROAD, NE

SUITE 1500

(Street)

ATLANTA

30326

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Novelis Inc. [ NVL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Global Can

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2007

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	05/15/2007		D		1,000	D	$44.93⁽¹⁾	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)
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)
Stock Options	$18.94	05/15/2007		D			2,778	⁽²⁾	10/18/2010	Common Stock	2,778	$0.00	0	D
Stock Options	$19.03	05/15/2007		D			6,614	⁽²⁾	09/26/2011	Common Stock	6,614	$0.00	0	D
Stock Options	$15.85	05/15/2007		D			2,909	⁽²⁾	09/25/2012	Common Stock	2,909	$0.00	0	D
Stock Options	$21.49	05/15/2007		D			7,739	⁽²⁾	09/24/2013	Common Stock	7,739	$0.00	0	D
Stock Options	$25.53	05/15/2007		D			32,650	⁽²⁾	10/25/2013	Common Stock	32,650	$0.00	0	D
Phantom Units	$44.93	05/15/2007		D			7,900	⁽³⁾	⁽³⁾	Common Stock	7,900	$0.00	0	D
Stock Price Appreciation Units	$23.74	05/15/2007		D			22,027	⁽⁴⁾	09/22/2014	Common Stock	22,027	$0.00	0	D

Explanation of Responses:

1. Disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company's outstanding common shares at a price of $44.93 per share. All issuer shares held by Reporting Person were disposed.

2. Pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company?s outstanding common shares, each option was cancelled in exchange for cash equal to $44.93 less the exercise price multiplied by the number of shares subject to each option grant.

3. The phantom units were awarded under the Novelis Founders Performance Award Plan ("Founders Plan"). The share price improvement targets were achieved with respect to the units reported and each unit is equivalent to one Novelis common share. The phantom units were disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company?s outstanding common shares at a price of $44.93 per share. Accordingly, all issuer shares held by Reporting Person were disposed.

4. The Stock Price Appreciation Units were disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company's outstanding common shares. Each Stock Price Appreciation Unit was cancelled in exchange for cash equal to $44.93 less the exercise price multiplied by the number of shares subject to each Stock Price Appreciation Unit grant.

Remarks:

	/s/ Christopher Courts, Attorney-in-Fact	05/17/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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