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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 704 | D | ||||||||
Common Stock | 26.0397 | I | Halifax EES Trustees Limited(1) | |||||||
Common Stock | 6,500(2) | D | ||||||||
Common Stock | 2,032(3) | D | ||||||||
Common Stock | 3,370(4) | D | ||||||||
Common Stock | 03/25/2008 | S | 921.9(22) | D | $6.93(23) | 5,178.1(5) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
3/03/08 Grant of Options(19) | $8.31(9) | (17) | 03/02/2018 | Common Shares | 26,050 | 26,050 | D | ||||||||
Investment Fund Units(6) | (6) | (6) | (6) | Common Shares | (6) | 1,905.2814 | D | ||||||||
4/29/99 Grant of Options(7) | $174.3(10) | (8) | 04/28/2009 | Common Shares | 480 | 480 | D | ||||||||
9/23/99 Grant of Options(7) | $239.71(11) | (8) | 09/22/2009 | Common Shares | 1,600 | 1,600 | D | ||||||||
1/29/02 Grant of Options(7) | $71.62(12) | (8) | 01/26/2010 | Common Shares | 1,600 | 1,600 | D | ||||||||
1/29/02 Grant of Options(13) | $71.62(12) | (8) | 01/24/2011 | Common Shares | 1,466 | 1,466 | D | ||||||||
2/28/02 Grant of Options(7) | $51.54(14) | (8) | 02/27/2012 | Common Shares | 4,000 | 4,000 | D | ||||||||
2/07/03 Grant of Options(7) | $23.47(15) | (8) | 02/06/2013 | Common Shares | 11,500 | 11,500 | D | ||||||||
2/05/04 Grant of Options(7) | $76.66(16) | (8) | 02/04/2014 | Common Shares | 7,000 | 7,000 | D | ||||||||
9/07/05 Grant of Options(7) | $31.86(18) | (17) | 09/06/2015 | Common Shares | 15,500 | 15,500 | D | ||||||||
6/14/06 Grant of Options(19) | $21.22(20) | (17) | 06/13/2016 | Common Shares | 6,000 | 6,000 | D | ||||||||
3/21/07 Grant of Options(19) | $25.82(21) | (17) | 03/20/2017 | Common Shares | 8,800 | 8,800 | D |
Explanation of Responses: |
1. The number of Nortel Networks Corporation ("NNC") common shares held for the participant's account pursuant to the Nortel Networks Stock Purchase Plan as of March 25, 2008. |
2. 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. |
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 4,000 restricted stock units that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation ("NNC") common shares upon vesting. |
5. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 6,100 restricted stock units that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation ("NNC") common shares upon vesting. |
6. 1,905.2814 company stock fund units are held in the participant's account as a result of the participant's contributions, vested company contributions and/or investment earnings thereon invested in the company stock fund (the "Canadian Stock Fund") including the deduction of investment management fees and applicable taxes pursuant to the Nortel Networks Limited Investment Plan for Employees - Canada (the "Canadian Investment Plan") as of March 25, 2008. Each company stock fund unit represents one NNC common share and the price of each stock fund unit equals the closing price of one share of NNC common stock on the Toronto Stock Exchange on the applicable date. The Canadian Investment Plan is administered by Sun Life Assurance Company of Canada. |
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. 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. |
10. Represents the exercise price of $255.65 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
11. Represents the exercise price of $353.65 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
12. Represents the exercise price of $113.9 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
13. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. |
14. Represents the exercise price of $82.7 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
15. Represents the exercise price of $35.7 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
16. Represents the exercise price of $102.1 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
17. The reported options vest in four equal annual installments begnning on the first anniversary of the date of grant. |
18. Represents the exercise price of $37.8 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
19. The reported options were granted pursuant to the Nortel 2005 Stock Incentive Plan. |
20. Represents the exercise price of $23.6 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
21. Represents the exercise price of $29.9 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant. |
22. Mandatory and automatic open market bulk sale of common shares to pay applicable withholding taxes and any administrative fees upon the vesting of restricted stock units. |
23. Represents the per share sale price of $7.05 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of sale. |
Remarks: |
(1) Deputy General Counsel and Corporate Secretary |
S. Vaccaro, Attorney for Gordon Allan Davies | 03/27/2008 | |
** 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. |