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^*

Khan Rizwan

(Last)

(First)

(Middle)

ONE TELLABS CENTER

1415 W. DIEHL ROAD

(Street)

NAPERVILLE

60563

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2008

3. Issuer Name and Ticker or Trading Symbol
TELLABS INC [ TLAB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global Marketing

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	20,228⁽¹⁾	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)
Non-Qualified Stock Option (right to buy)	05/05/2009⁽²⁾	05/05/2018	Common Stock	8,000	$5.4	D
Non-Qualified Stock Option (right to buy)	07/01/2003⁽³⁾	07/01/2012	Common Stock	24,000	$6.01	D
Non-Qualified Stock Option (right to buy)	07/01/2004⁽⁴⁾	07/01/2013	Common Stock	28,500	$6.58	D
Non-Qualified Stock Option (right to buy)	05/02/2003⁽³⁾	05/02/2012	Common Stock	250	$8.65	D
Non-Qualified Stock Option (right to buy)	07/05/2006⁽⁵⁾	07/05/2015	Common Stock	18,000	$8.67	D
Non-Qualified Stock Option (right to buy)	10/04/2005⁽⁴⁾	10/04/2014	Common Stock	12,000	$9.31	D
Non-Qualified Stock Option (right to buy)	08/06/2008⁽²⁾	08/06/2017	Common Stock	6,000	$10.48	D
Non-Qualified Stock Option (right to buy)	07/05/2007⁽²⁾	07/05/2016	Common Stock	13,000	$12.98	D
Non-Qualified Stock Option (right to buy)	07/02/2002⁽³⁾	07/02/2011	Common Stock	4,000	$18.04	D

Explanation of Responses:

1. The shares reported as directly held in Table I include 8,000 shares subject to an award of restricted stock units that vest in three (3) equal annual installments on May 5, 2009, May 5, 2010 and May 5 2011; 3,334 shares subject to an award of restricted stock units that vest in two (2) equal annual installments on October 29, 2009 and October 29, 2010 and 1,750 shares subject to an award of restricted stock units that vests on August 6, 2009 and include tax withholding rights to satisfy any tax withholding obligations at the time of vesting in accordance with Rule 16b-3(e).

2. These options become exercisable in three (3) equal annual installments on each of the 1st, 2nd and 3rd anniversaries of the grant date.

3. These options became exercisable in four (4) equal annual installments of 25% on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

4. These options became exercisable in installments of 20%, 20% and 60% on the 1st, 2nd and 3rd anniversaries of the grant date.

5. These options became exercisable in thirty-six (36) successive equal monthly installments starting from the grant date.

	/s/ Rizwan D. Khan	11/20/2008
	** 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.
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