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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 19,500(1) | D | ||||||||
Common Shares | 06/17/2008 | S | 2,123(11) | D | $10.1429 | 13,838(2) | D | |||
Common Shares | 16,888 | D | ||||||||
Common Shares | 22,660(3) | D | ||||||||
Common Shares | 17,016(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
03/03/2008 Grant of Options(5) | $8.31 | (6) | 03/02/2018 | Common Shares | 78,200 | 78,200 | D | ||||||||
3/21/2007 Grant of Options(5) | $25.82 | (6) | 03/20/2017 | Common Shares | 38,400 | 38,400 | D | ||||||||
6/14/2006 Grant of Options(5) | $21.2 | (6) | 06/13/2016 | Common Shares | 25,000 | 25,000 | D | ||||||||
Investment Fund Units(7) | (7) | (7) | (7) | Common Shares | 807.8453 | 26,907.6429 | D | ||||||||
07/31/98 Grant of Options(8) | $146.1 | (9) | 07/30/2008 | Common Shares | 1,600 | 1,600 | D | ||||||||
10/29/98 Grant of Options(8) | $101.48 | (9) | 10/28/2008 | Common Shares | 3,200 | 3,200 | D | ||||||||
01/28/99 Grant of Options(8) | $155.33 | (9) | 01/27/2009 | Common Shares | 1,600 | 1,600 | D | ||||||||
01/29/02 Grant of Options(8) | $71.6 | (9) | 11/29/2009 | Common Shares | 2,666 | 2,666 | D | ||||||||
01/29/02 Grant of Options(8) | $71.6 | (9) | 01/26/2010 | Common Shares | 2,666 | 2,666 | D | ||||||||
01/29/02 Grant of Options(8) | $71.6 | (9) | 06/28/2010 | Common Shares | 1,333 | 1,333 | D | ||||||||
01/29/02 Grant of Options(8) | $71.6 | (9) | 09/27/2010 | Common Shares | 4,000 | 4,000 | D | ||||||||
01/29/02 Grant of Options(10) | $71.6 | (9) | 01/24/2011 | Common Shares | 4,000 | 4,000 | D | ||||||||
02/28/02 Grant of Options(8) | $51.5 | (9) | 02/27/2012 | Common Shares | 15,000 | 15,000 | D | ||||||||
09/07/2005 Grant of Options(8) | $31.8 | (6) | 09/06/2015 | Common Shares | 75,000 | 75,000 | D |
Explanation of Responses: |
1. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on March 3, 2009 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding. |
2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 17,500 restricted stock units that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting. |
3. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 30,000 restricted stock units that vest in three equal annual installments beginning on September 28, 2006 and are settled in Nortel Networks Corporation common shares upon vesting. |
4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 19,200 restricted stock units that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation common shares upon vesting. |
5. The reported options were granted pursuant to the Nortel 2005 Stock Incentive Plan. |
6. The reported options vest in four equal annual installments beginning on the first anniversary of the date of grant. |
7. 26,907.6429 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 June 17, 2008. The Stock Fund invests primarily in common shares of Nortel Networks Corporation ("NNC"). As at June 17, 2008, the participant's company stock fund units represent approximately 807.8453 NNC common shares. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates LLC and the number of shares represented by each unit fluctuates on a daily basis. |
8. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated. |
9. The reported options are currently vested. |
10. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. |
11. Mandatory and automatic open market bulk sale of common shares to pay applicable withholding taxes and any administrative fees upon the vesting of restricted stock units. |
Remarks: |
(1) President, Carrier Networks |
S. Vaccaro, Attorney for Richard Stephen Lowe | 06/18/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |