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*
MAO ROBERT YU LANG

(Last) (First) (Middle)
C/O NORTEL NETWORKS CORPORATION
8200 DIXIE RD SUITE 100

(Street)
BRAMPTON A6 L6T 5P6

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO, Greater China
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2005
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 Shares 08/15/2005 J(1) 62,813 D $3.33 172,135 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
09/25/97 Grant of Options(2) $13.02 (6) 09/24/2007 Common Shares 30,000 30,000 D
01/29/98 Grant of Options(2) $11.29 (6) 01/28/2008 Common Shares 38,000 38,000 D
10/29/98 Grant of Options(2) $10.1475 (6) 10/28/2008 Common Shares 100,000 100,000 D
01/28/99 Grant of Options(2)(3) $15.5325 (6) 01/27/2009 Common Shares 120,000 120,000 D
01/28/99 Grant of Options(2)(4) (4) (4) 01/27/2009 Common Shares 120,000 120,000 D
01/27/00 Grant of Options(2) $49.61 (6) 01/26/2010 Common Shares 60,000 60,000 D
01/25/01 Grant of Options(5) $38.26 (6) 01/24/2011 Common Shares 40,000 40,000 D
02/28/02 Grant of Options(2) $5.15 (6) 02/27/2012 Common Shares 300,000 300,000 D
Explanation of Responses:
1. Common shares of Nortel Networks Corporation (NNC) surrendered by the officer for cancellation in accordance with the escrow agreement dated as of March 1, 2005 among NNC, Computershare Trust Company of Canada et al, in connection with the voluntary undertaking by the officer to pay over a three year period an amount equal to the return to profitability bonus paid to the officer in 2003, net of tax deductions at source, as set forth in a letter of undertaking dated January 10, 2005 as modified by a letter dated as of March 1, 2005.
2. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated (the "1986 Stock Option Plan").
3. These initial options were granted pursuant to the Key Contributor Program under the 1986 Stock Option Plan. Under the terms of Key Contributor Program, a Participant is granted concurrently an equal number of initial options and replacement options.
4. These replacement options were granted pursuant to the Key Contributor Program under the 1986 Stock Option Plan. Under the terms of Key Contributor Program, a Participant is granted concurrently an equal number of initial options and replacement options. The replacement options expire ten years from the date of grant and have an exercise price equal to the market value (as defined in the 1986 Stock Option Plan) of common shares on the date the initial options are fully exercised, provided that in no event will the exercise price be less than the market value (as defined in the 1986 Stock Option Plan) on the date of grant. Subject to certain holding requirements with respect to shares received from the exercise of the initial options, the replacement options are generally exercisable commencing 36 months from the date all of the initial options are fully exercised.
5. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan.
6. The reported options are currently vested.
T.S.J. Connelly McGilley, Attorney for Robert Yu Lang Mao 08/17/2005
** 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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