SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Colado Javier F

(Last)

(First)

(Middle)

NOVELL, INC.

404 WYMAN STREET, SUITE 500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2010

3. Issuer Name and Ticker or Trading Symbol
NOVELL INC [ NOVL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Global Sales

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	69,714	D
Common Stock⁽¹⁾	2,448	D
Common Stock⁽²⁾	11,111	D
Common Stock⁽³⁾	33,741	D
Common Stock⁽⁴⁾	36,550	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁵⁾	03/13/2014	Common Stock	70,000	$7.24	D
Stock Option (right to buy)	⁽⁶⁾	01/12/2015	Common Stock	136,904	$6.62	D
Stock Option (right to buy)	⁽⁷⁾	04/07/2017	Common Stock	102,339	$3.89	D
Stock Option (right to buy)	⁽⁸⁾	12/08/2017	Common Stock	112,179	$3.99	D

Explanation of Responses:

1. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on June 12, 2007. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest on June 12, 2011.

2. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on June 3, 2008. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in two equal installments on June 3, 2011 and June 3, 2012.

3. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on April 7, 2009. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in three equal installments on April 7, 2011, April 7, 2012 and April 7, 2013.

4. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 8, 2009. The units will vest in two equal installments if the last reported sales price of Novell's common stock on NASDAQ for the immediately preceeding 20 consecutive trading day period equals or exceeds $7.00 and $8.50 respectively, which target prices are subject to reduction at the discretion of the Company's Board of Directors or a committee thereof. As the restricted stock units vest, the vested units will automatically be converted to vested common stock on a one-for-one basis. Any units that have not vested by December 8, 2016, will be forfeited.

5. The option vested 25% on March 13, 2007, and vested 2.0833% monthly thereafter, and is now fully vested.

6. The option vested 25% on January 12, 2008, and vests 2.0833% monthly thereafter, so that the option will be fully vested on January 12, 2011.

7. The option vested 25% on April 7, 2010, and vests 2.0833% monthly thereafter, so that the option will be fully vested on April 7 2013.

8. The option will vest 25% on December 8, 2010, and will vest 2.0833% monthly thereafter, so that the option will be fully vested on December 8, 2013.

Remarks:

	/s/ Elspeth Grant Pruett/Attorney-in-fact	11/10/2010
	** 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 5 (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.