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^*

GIAMATTEO JOHN JOSEPH

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE DRIVE ROAD, SUITE 100

(Street)

BRAMPTON

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, Asia Pacific

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2003

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)
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 Shares⁽¹⁾	07/28/2003		A		87,825⁽¹⁾	A	⁽¹⁾	126,425	D
Common Shares⁽¹⁾	07/29/2003		F		62,175⁽¹⁾	D	$2.92⁽¹⁾	126,425	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)
Investment Fund Units⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	31,730.58⁽²⁾		106,536.29	D
Investment Fund Units⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Shares	3,635.93⁽³⁾		12,207.72	I	Held by spouse, Stephanie Sfiroudis
01/29/98 Grant of Options (8,000 options outstanding)⁽⁴⁾	$11.29							⁽⁶⁾	01/28/2008	Common Shares	8,000		8,000	D
03/31/99 Grant of Options (6,000 options outstanding)⁽⁴⁾	$15.64							⁽⁶⁾	03/30/2009	Common Shares	6,000		6,000	D
09/23/99 Grant of Options (4,000 options outstanding)⁽⁴⁾	$23.97							⁽⁶⁾	09/22/2009	Common Shares	4,000		4,000	D
01/29/02 Grant of Options (2,666 options outstanding)⁽⁴⁾	$7.16							⁽⁶⁾	12/15/2009	Common Shares	2,666		2,666	D
01/29/02 Grant of Options (13,333 options outstanding)⁽⁴⁾	$7.16							⁽⁶⁾	01/26/2010	Common Shares	13,333		13,333	D
01/29/02 Grant of Options (3,333 options outstanding)⁽⁴⁾	$7.16							⁽⁶⁾	06/08/2010	Common Shares	3,333		3,333	D
01/29/02 Grant of Options (13,333 options outstanding)⁽⁴⁾	$7.16							⁽⁶⁾	07/26/2010	Common Shares	13,333		13,333	D
01/29/02 Grant of Options (13,333 options outstanding)⁽⁵⁾	$7.16							⁽⁷⁾	01/24/2011	Common Shares	13,333		13,333	D
02/28/02 Grant of Options (100,000 options outstanding)⁽⁴⁾	$5.15							⁽⁸⁾	02/27/2012	Common Shares	100,000		100,000	D

Explanation of Responses:

1. Common shares of Nortel Networks Corporation ("NNC") delivered to the participant pursuant to Nortel Networks Limited Restricted Stock Unit Plan as amended (the "RSU Plan") in settlement of restricted stock units. Each restricted stock unit entitled the holder to receive one NNC common share. The cash equivalent of 62,175 common shares of NNC valued at $2.92 U.S. per share was withheld by Nortel Networks Limited to meet certain tax withholding obligations.

2. 106,536.29 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 "Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of July 25, 2003. The Stock Fund invests primarily in NNC common shares. As of July 25, 2003, the participant's company stock fund units represent approximately 31,730.58 common shares of NNC. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates Inc. and the number of shares represented by each unit fluctuates on a daily basis.

3. 12,207.72 company stock fund units are held by a member of Mr. Giamatteo's immediate family residing in his household as a result of contributions, vested company contributions and/or investment earnings thereon invested in the company stock fund (the "Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of July 25, 2003. The Stock Fund invests primarily in Nortel Networks Corporation common shares. As of July 25, 2003, the company stock fund units represents approximately 3,635.93 in equivalent common shares of Nortel Networks Corporation. The U.S. Investment Plan is administered as a unitized fund by Bankers Trust Service Network and the number of shares represented by each unit fluctuates on a daily basis. Mr. Giamatteo disclaims beneficial ownership of such shares.

4. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated (the "1986 Stock Option Plan").

5. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan.

6. The reported options are currently vested.

7. The reported options are currently vested as to 8,888 NNC common shares and will vest as to the remaining 4,445 NNC common shares on January 25, 2004.

8. The reported options are currently vested as to 33,333 NNC common shares and will vest as to 33,333 NNC common shares on February 28, 2004 and as to 33,334 NNC common shares on February 28, 2005.

	Tracy S.J. Connelly, Attorney for John Joseph Giamatteo	07/30/2003
	** Signature of Reporting Person	Date
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