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^*

PUSEY STEPHEN CHARLES

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

8200 DIXIE 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, EMEA

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2004

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⁾	02/03/2004		A		310,000⁽¹⁾	A	⁽¹⁾	314,175	D
Common Shares⁽¹⁾	02/03/2004		F		63,550⁽¹⁾	D	$8.0663⁽¹⁾	314,175	D
Common Shares⁽¹⁾	02/03/2004		D		155,000⁽¹⁾	D	$6.4145⁽¹⁾	314,175	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)
Restricted Stock Units⁽¹⁾	⁽¹⁾	02/03/2004		M			310,000	02/03/2004	02/03/2004	Common Shares	310,000	⁽¹⁾	0	D
01/25/96 Grant of Options⁽²⁾⁽³⁾	$5.6175							⁽⁶⁾	01/24/2006	Common Shares	80,000		80,000	D
01/25/96 Grant of Options⁽²⁾⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	01/24/2006	Common Shares	80,000		80,000	D
01/30/97 Grant of Options⁽²⁾	$8.8513							⁽⁶⁾	01/29/2007	Common Shares	13,336		13,336	D
01/29/98 Grant of Options⁽²⁾	$11.29							⁽⁶⁾	01/28/2008	Common Shares	29,336		29,336	D
09/23/99 Grant of Options⁽²⁾	$23.97							⁽⁶⁾	09/22/2009	Common Shares	32,000		32,000	D
01/29/02 Grant of Options⁽²⁾	$7.16							⁽⁶⁾	01/26/2010	Common Shares	46,666		46,666	D
01/29/02 Grant of Options⁽²⁾	$7.16							⁽⁶⁾	06/08/2010	Common Shares	33,333		33,333	D
01/29/02 Grant of Options⁽⁵⁾	$7.16							⁽⁶⁾	01/24/2011	Common Shares	33,333		33,333	D
01/29/02 Grant of Options⁽⁵⁾	$7.16							⁽⁷⁾	06/18/2011	Common Shares	56,250		56,250	D
02/28/02 Grant of Options⁽²⁾	$5.15							⁽⁸⁾	02/27/2012	Common Shares	125,000		125,000	D
02/28/02 Grant of Options⁽²⁾	$5.15							⁽⁶⁾	02/28/2008	Common Shares	500,000		500,000	D

Explanation of Responses:

1. In settlement of the participant's restricted stock units issued pursuant to the Nortel Networks Limited Restricted Stock Unit Plan as amended (the "RSU Plan"), 91,450 common shares of Nortel Networks Corporation ("NNC") were delivered to the participant; the cash equivalent of 63,550 NNC common shares valued at $8.0663 U.S. per share was withheld by Nortel Networks Limited to meet certain tax withholding obligations; and 155,000 of the restricted stock units were settled for cash at a value of $6.4145 U.S. per share, the average closing price of NNC common shares over a 20 trading day period in accordance with the RSU Plan.

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.

7. The reported options are currently vested as to 37,500 NNC common shares and will vest as to the remaining 18,750 NNC common shares on June 19, 2004.

8. The reported options are currently vested as to 41,666 NNC common shares and will vest as to 41,667 NNC common shares on February 28,2004 and on February 28,2005.

	K.E. McCarthy, Attorney for Stephen Charles Pusey	02/05/2004
	** Signature of Reporting Person	Date
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