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* Kesten Raffi (Last) (First) (Middle) NDS GROUP LIMITED ONE HEATHROW BOULEVARD, 286 BATH ROAD (Street) WEST DRAYTON, MIDDLESEX X0 UB7 0DQ (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NDS GROUP PLC [ NNDS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2009
	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
Series A ordinary shares	01/27/2009		J(1)		8,767	D	(1)	0	D
Series A ordinary shares	01/27/2009		J(1)		8,767	A	(1)	8,767	I	By special purpose trust
Series A ordinary shares	01/27/2009		M		27,000	A	(2)	35,767	I	By special purpose trust
Series A ordinary shares	01/27/2009		M		14,889	A	(3)	50,656	I	By special purpose trust

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
Executive Stock Option (right to buy)	(4)	01/27/2009		M			2,000	(4)	11/04/2013	Series A ordinary shares	2,000	(4)	0	D
Executive Stock Option (right to buy)	(5)	01/27/2009		M			5,000	(5)	12/21/2014	Series A ordinary shares	5,000	(5)	0	D
Executive Stock Option (right to buy)	(6)	01/27/2009		M			20,000	(6)	01/31/2016	Series A ordinary shares	20,000	(6)	0	D
Conditional Award Units (2007)	(7)	01/27/2009		M			5,706	(7)	(7)	Series A ordinary shares	5,706	(7)	0	D
Conditional Award Units (2008)	(8)	01/27/2009		M			9,183	(8)	(8)	Series A ordinary shards	9,183	(8)	0	D

Explanation of Responses:

1. Pursuant to the transaction described in the Implementation Agreement by and among the issuer, Nuclobel Lux 1 S.ar.l, Nuclobel Lux 2 S.ar.l, NDS Finance Limited, News Corporation and NDS Holdco, Inc. (the "Transaction"), the shares were deposited into a special purpose trust for the benefit of the reporting person. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction.

2. In connection with the Transaction, the shares were acquired when the reporting person exercised his options with the benefit of a cashless exercise facility under which the exercise price will be deducted on a future date upon the closing of the Transaction. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction. Until the closing of the Transaction, the shares are held in a special purpose trust for the benefit of the reporting person.

3. In connection with the Transaction, the shares were acquired pursuant to the vesting and conversion of all outstanding conditional award units. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction. Until the closing of the Transaction, the shares are held in a special purpose trust for the benefit of the reporting person.

4. This option, which provided for vesting in four equal annual installments beginning November 5, 2004 and an exercise price of $17.12, was converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.

5. This option, which provided for vesting in four equal annual installments beginning December 22, 2005 and an exercise price of $32.96, was converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.

6. This option, which provided for vesting in four equal annual installments beginning February 1, 2007 and an exercise price of $43.13, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.

7. This conditional award, which provided for vesting in four equal annual installments beginning August 15, 2007, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.

8. This conditional award, which provided for vesting in four equal annual installments beginning August 15, 2008, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.

	/s/ Andrew Woodward, by power of attorney	01/29/2009
	** 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).
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