SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Greenawalt Kevin

(Last)

(First)

(Middle)

3399 PEACHTREE ROAD, NE

SUITE 1500

(Street)

ATLANTA

30326

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2006

3. Issuer Name and Ticker or Trading Symbol
Novelis Inc. [ NVL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P. & President N.A.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares⁽¹⁾	29⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Price Appreciation Units	⁽³⁾	09/25/2012	Common Shares	6,283	$15.85	D
Employee Share Options	⁽⁴⁾	10/18/2010	Common Shares	5,556	$18.94	D
Employee Share Options	⁽⁴⁾	09/22/2014	Common Shares	29,766	$23.74	D
Employee Share Options	⁽⁴⁾	09/26/2011	Common Shares	13,228	$19.03	D
Share Price Appreciation Units	⁽³⁾	09/24/2013	Common Shares	16,669	$21.49	D
Phantom Units	⁽⁵⁾	⁽⁵⁾	Common Shares	4,821.5397	⁽⁵⁾	D
Phantom Units	⁽⁶⁾	⁽⁶⁾	Common Shares	7,200	⁽⁶⁾	D

Explanation of Responses:

1. Issuer lost its foreign private issuer status as of February 27, 2006 and therefore became subject to Section 16 of the Securities Exchange Act of 1934.

2. Represents common shares held in issuer's Savings and Retirement Plan (401(k) plan).

3. Stock Price Appreciation Units have vested as to 25% of the shares subject of the grant and will vest as to the remaining shares in accordance with the following schedule: 1/3 of the remaining unvested shares will vest on 1/6/07; 1/2 of the remaining unvested option shares after 1/6/07 will vest on 1/6/08 and the option will become fully vested as to all shares on 1/6/09.

4. Option has vested as to 25% of the shares subject of the grant and will vest as to the remaining shares in accordance with the following schedule: 1/3 of the remaining unvested shares will vest on 01/06/07; 1/2 of the remaining unvested shares after 01/06/07 will vest on 01/06/08 and the option will become fully vested as to all shares on 01/06/09.

5. The phantom units were awarded under the Alcan, Inc. Total Shareholder Return Performance Plan ("TSR Plan"), prior to the issuer's separation from Alcan, Inc., and the obligations were assumed by the issuer. Each phantom unit is equivalent to one Novelis common share. Phantom units will be paid only in cash on October 1, 2006 at a value per unit equal to the closing price of Novelis common shares as determined under the TSR Plan.

6. The phantom units were awarded under the Novelis Founders Performance Award Plan ("Founders Plan"). The share price improvement targets were achieved with respect to the units reported and each unit is equivalent to one Novelis common share. The phantom units are payable only in cash at a value per unit equal to the closing price of Novelis common shares as determined under the Founders Plan.

Remarks:

	/s/ Christopher Courts, Attorney-in-Fact	03/09/2006
	** 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 5 (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.