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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PANGIA MICHELE ANTONIO

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

195 THE WEST MALL

(Street)

TORONTO, ONTARIO

M9C 5K1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Asia Region

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2008

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 Shares	03/27/2008		A		4,531⁽¹⁰⁾	A	$6.52⁽¹¹⁾	8,581	D
Common Shares								15,600⁽¹⁾	D
Common Shares								6,689⁽²⁾	D
Common Shares								2,855⁽³⁾	D
Common Shares								9,716⁽⁴⁾	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)
03/03/2008 Grant of Options⁽⁵⁾	$8.31							⁽⁶⁾	03/02/2018	Common Shares	62,550		62,550	D
03/21/2007 Grant of Options⁽⁵⁾	$25.82							⁽⁶⁾	03/20/2017	Common Shares	22,100		22,100	D
06/14/2006 Grant of Options⁽⁵⁾	$21.2							⁽⁶⁾	06/13/2016	Common Shares	12,500		12,500	D
10/29/1998 Grant of Options⁽⁷⁾	$101.48							⁽⁸⁾	10/28/2008	Common Shares	1,333		1,333	D
01/29/2002 Grant of Options⁽⁷⁾	$71.6							⁽⁸⁾	01/26/2010	Common Shares	1,333		1,333	D
01/29/2002 Grant of Options⁽⁷⁾	$71.6							⁽⁸⁾	01/26/2010	Common Shares	2,666		2,666	D
01/29/2002 Grant of Options⁽⁹⁾	$71.6							⁽⁸⁾	01/24/2011	Common Shares	1,466		1,466	D
04/02/2002 Grant of Options⁽⁷⁾	$44.9							⁽⁸⁾	04/01/2012	Common Shares	2,500		2,500	D
06/18/2002 Grant of Options⁽⁷⁾	$17.4							⁽⁸⁾	06/17/2012	Common Shares	1,000		1,000	D
02/07/2003 Grant of Options⁽⁷⁾	$23.5							⁽⁸⁾	02/06/2013	Common Shares	15,000		15,000	D
09/07/2005 Grant of Options⁽⁷⁾	$31.8							⁽⁶⁾	09/06/2015	Common Shares	26,000		26,000	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on March 3, 2009 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 7,500 restricted stock units that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting.

3. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 4,000 restricted stock units that vest in three equal annual installments beginning on September 7, 2006 and are settled in Nortel Networks Corporation common shares upon vesting.

4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 11,200 restricted stock units that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation common shares upon vesting.

5. The reported options were granted pursuant to the Nortel 2005 Stock Incentive Plan.

6. The reported options vest in four equal annual installments beginning on the first anniversary of the date of grant.

7. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated.

8. The reported options are currently vested.

9. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan.

10. Common shares delivered to the participant under the Nortel Networks Corporation Share Purchase Plan for S.16 Executive Officers (the "Plan"). Share price is the volume weighted average trading price of NNC common shares for the five consecutive trading days on the TSX or NYSE, whichever is higher, commencing on the day the participant submitted the order to purchase in accordance with the Plan.

11. Represents the per share price of $6.62 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of transaction.

	T.S.J. Connelly McGilley, Attorney for Michele Antonio Pangia	03/31/2008
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.