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^*

BINNING PAVITER SINGH

(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)
	(1) See Remarks

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		30,000⁽¹⁾	A	$6.52⁽²⁾	30,000	D
Common Shares								29,950⁽³⁾	D
Common Shares								81,000⁽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⁽⁷⁾							⁽⁶⁾	03/02/2018	Common Shares	119,900		119,900	D

Explanation of Responses:

1. Common shares delivered to the participant under the Nortel Networks Copration 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.

2. 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.

3. 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.

4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in five equal annual installments beginning on November 15, 2008 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

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. Represents the exercise price of $8.21 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

Remarks:

(1) Executive Vice-President and Chief Financial Officer

	T.S.J. Connelly McGilley, Attorney for Paviter S. Binning	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).
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