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*
Richards Ryan L
(Last) (First) (Middle)
1800 S. NOVELL PLACE, SJF-1-100
(Street)
PROVO UT 84606
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2008 		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)
VP acting Gen. Counsel & Sec.
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 17,459 D
Common Stock(1) 8,738 D
Common Stock(2) 12,852 D
Common Stock 400 I By Spouse
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3) 03/17/2009 Common Stock 3,000 $6.3125 D
Stock Option (right to buy) (4) 02/24/2010 Common Stock 3,800 $6.3125 D
Stock Option (right to buy) (5) 09/10/2011 Common Stock 26,000 $3.92 D
Stock Option (right to buy) (6) 09/10/2011 Common Stock 6,000 $3.94 D
Stock Option (right to buy) (7) 01/07/2012 Common Stock 11,001 $10.68 D
Stock Option (right to buy) (8) 03/30/2013 Common Stock 45,000 $5.55 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 March 10, 2006. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis without payment of additional consideration on the vesting date. The first 4,369 units of the original grant of 13,107 restricted stock units vested March 10, 2007, and the remaining 8,738 units vest in two equal installments on March 10, 2008 and March 10, 2009.
2. 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 vested common stock on a one-for-one basis without payment of additional consideration on the vesting date. The units vest in four equal installments on June 12, 2008, June 12, 2009, June 12, 2010 and June 12, 2011.
3. The option vested 50% on February 26, 2001, and vested 6.25% quarterly thereafter, and is now fully vested.
4. The option vested 25% on February 26, 2001, and vested 6.25% quarterly thereafter, and is now fully vested.
5. The option vested 25% on September 10, 2002, and vested 6.25% quarterly thereafter, and is now fully vested.
6. On September 10, 2001 (the GRANT DATE), the reporting person was granted a non-qualified stock option to purchase 32,000 shares of common stock having an exercise price of $3.92 per share (the OPTION). The OPTION vested with respect to 26,000 shares of the 32,000 shares prior to January 1, 2005. In connection with Novell's voluntary review of its historical stock-based compensation practices, it was determined that the fair market value of Novell's common stock on the GRANT DATE was $3.94. On August 3, 2007, the OPTION was amended with respect to 6,000 shares that had not vested as of January 1, 2005 by increasing the exercise price to $3.94, the fair market value of Novell's common stock on the GRANT DATE, in order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code. The OPTION vested 100% on September 10, 2005.
7. On January 7, 2004, the reporting person was granted a non-qualified stock option to purchase 11,001 shares of common stock having an exercise price of $10.68 per share (the ORIGINAL OPTION). In order to avoid adverse consequences under Section 409A of the Internal Revenue Code, the reporting person and Novell agreed to cancel the ORIGINAL OPTION and grant a replacement option (the REPLACEMENT OPTION). The REPLACEMENT OPTION has all of the same terms as the ORIGINAL OPTION, except the grant date of the REPLACEMENT OPTION is August 3, 2007. The ORIGINAL OPTION vested 25% on January 7, 2005, and vested 2.0833% monthly thereafter, and the REPLACEMENT OPTION was fully vested as of January 7, 2008.
8. The option vested 25% on March 30, 2006, and has vested 2.0833% monthly thereafter with 30,937 shares vested as of December 30, 2007, and the remaining balance of the option vests 2.0833% monthly.
Remarks:
By: /s/Elizabeth DePaola authorized signer for 01/18/2008
** 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 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.