SEC FORM 4

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

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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^*

PODUSKA JOHN WILLIAM SR

(Last)

(First)

(Middle)

NOVELL, INC.

404 WYMAN STREET, SUITE 500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVELL INC [ NOVL ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2009		M		1,026	A	⁽¹⁾	148,205	D
Common Stock	12/20/2009		M		256	A	⁽²⁾	148,461	D
Common Stock	12/20/2009		M		1,216	A	⁽³⁾	149,677	D
Common Stock	12/20/2009		M		304	A	⁽⁴⁾	149,981	D
Common Stock	12/20/2009		M		1,540	A	⁽⁵⁾	151,521	D
Common Stock	12/20/2009		M		385	A	⁽⁶⁾	151,906	D
Common Stock	12/20/2009		M		1,666	A	⁽⁷⁾	153,572	D
Common Stock	12/20/2009		M		416	A	⁽⁸⁾	153,988	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Equivalent⁽¹⁾	⁽⁹⁾	12/20/2009		M			1,026	12/20/2009	12/20/2009	Common Stock	1,026	$9.74	0	D
Common Stock Equivalent⁽²⁾	⁽⁹⁾	12/20/2009		M			256	12/20/2009	12/20/2009	Common Stock	256	$0	0	D
Common Stock Equivalent⁽³⁾	⁽⁹⁾	12/20/2009		M			1,216	12/20/2009	12/20/2009	Common Stock	1,216	$8.22	0	D
Common Stock Equivalent⁽⁴⁾	⁽⁹⁾	12/20/2009		M			304	12/20/2009	12/20/2009	Common Stock	304	$0	0	D
Common Stock Equivalent⁽⁵⁾	⁽⁹⁾	12/20/2009		M			1,540	12/20/2009	12/20/2009	Common Stock	1,540	$6.49	0	D
Common Stock Equivalent⁽⁶⁾	⁽⁹⁾	12/20/2009		M			385	12/20/2009	12/20/2009	Common Stock	385	$0	0	D
Common Stock Equivalent⁽⁷⁾	⁽⁹⁾	12/20/2009		M			1,666	12/20/2009	12/20/2009	Common Stock	1,666	$6	0	D
Common Stock Equivalent⁽⁸⁾	⁽⁹⁾	12/20/2009		M			416	12/20/2009	12/20/2009	Common Stock	416	$0	0	D

Explanation of Responses:

1. On February 1, 2006, the reporting person acquired 1,026 common stock equivalents under the Novell 2000 Stock Plan at a price of $9.74 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2009.

2. In connection with the acquisition of the common stock equivalents referenced in footnote (1) above, on February 1, 2006 the issuer issued the reporting person 256 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2009.

3. On May 1, 2006, the reporting person acquired 1,216 common stock equivalents under the Novell 2000 Stock Plan at a price of $8.22 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2009.

4. In connection with the acquisition of the common stock equivalents referenced in footnote (3) above, on May 1, 2006 the issuer issued the reporting person 304 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2009.

5. On August 1, 2006, the reporting person acquired 1,540 common stock equivalents under the Novell 2000 Stock Plan at a price of $6.49 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2009.

6. In connection with the acquisition of the common stock equivalents referenced in footnote (5) above, on August 1, 2006 the issuer issued the reporting person 385 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2009.

7. On November 1, 2006, the reporting person acquired 1,666 common stock equivalents under the Novell 2000 Stock Plan at a price of $6.00 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2009.

8. In connection with the acquisition of the common stock equivalents referenced in footnote (7) above, on November 1, 2006 the issuer issued the reporting person 416 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2009.

9. Each common stock equivalent is the economic equivalent of one share of Novell common stock. On December 20, 2009, the reporting person's common stock equivalents were settled for an equal number of shares of common stock in accordance with the Novell 2000 Stock Plan.

Remarks:

	/s/ Elspeth Grant Pruett/Attorney-in-fact	12/22/2009
	** 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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