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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BELDEN LEIGH S (Last) (First) (Middle) 127 JETPLEX CIR (Street) MADISON AL 35758-8989 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VERILINK CORP [ VRLK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Director, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/26/2003
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/25/2003		S		58,500	D	$7.4593	741,500	I	b(1)
Common Stock	11/26/2003		S		4,000	D	$715	737,500	I	b(1)
Common Stock								498,011	I	a(2)
Common Stock								1,050	I	c(3)
Common Stock								186,552	I	d(4)
Common Stock								186,552	I	f(5)
Common Stock								186,552	I	g(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$0.69							02/01/2002(6)	02/01/2012	Common Stock	800,000		800,000	D
Non-Qualified Stock Option (right to buy)	$1.191							(7)	02/05/2013	Common Stock	400,000		400,000	D
Non-Qualified Stock Option (right to buy)	$2.25							(8)	11/16/2009	Common Stock	80,000		80,000	D
Non-Qualified Stock Option (right to buy)	$2.875							05/03/2002(8)	05/03/2009	Common Stock	21,543		21,543	D
Non-Qualified Stock Option (right to buy)	$3.72							(9)	08/25/2013	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Shares owned by Beltech, Inc., a Nevada Corporation of which Mr. Belden is director and President and Leigh S. Belden and Deborah Tinker Belden, or their successors, Trustees U/A dated 12/09/88 is the sole shareholder.

2. Shares owned by Leigh S. Belden and Deborah Tinker Belden, or their successors, Trustees U/A dated 12/09/88.

3. Shares owned by Baytech Associates, a California general partnership in which Mr. Belden has a 50% general partner interest.

4. Shares owned by Trusts for Mr. Belden's minor child--125,368 shares by the Trust of Morgan Hood Adams Belden Irrevocable Trust U/A dated 12/28/84 and 61,184 shares by the Morgan Belden 1996 Irrevocable Trust dated 4/10/96.

5. Shares owned by Trusts for Mr. Belden's minor child--125,368 Scott Thomas Belden Trust U/A dated 07/19/93 and 61,184 shares by the Scott Belden Irrevocable Trust dated 04/10/96.

6. Shares are immediately exercisable; however, they are subject to repurchase pursuant to the following vesting schedule: 1/48th of the shares granted vest monthly until the option is fully vested in four years.

7. Shares are exerciseable as follows: 25% of the shares will be exerciseable one year from the grant date and an additional 1/48th of the shares will be exerciseable each month thereafter until the fourth anniversary of the grant date at which point all shares will be exerciseable.

8. Option vests at the rate of 33.3% of the total shares granted annually until the option is fully vested.

9. Option vests at the rate of 1/12th of the total shares granted per month beginning in the thirty-seventh month until the option is fully vested in four years.

	By: C. W. Smith, as Power-of-Attorney For: Leigh S. Belden	11/26/2003
	** 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.