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^*

PANGIA MICHELE ANTONIO

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

195 THE WEST MALL

(Street)

TORONTO, ONTARIO

M9C 5K1

(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)
	(1) See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2008

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								8,581	D
Common Shares								15,600⁽¹⁾	D
Common Shares								5,628⁽²⁾	D
Common Shares	09/09/2008		S		605⁽¹⁰⁾	D	$5.55	2,250⁽³⁾	D
Common Shares								9,716⁽⁴⁾	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)
03/03/2008 Grant of Options⁽⁵⁾	$8.31							⁽⁶⁾	03/02/2018	Common Shares	62,550		62,550	D
03/21/2007 Grant of Options⁽⁵⁾	$25.82							⁽⁶⁾	03/20/2017	Common Shares	22,100		22,100	D
06/14/2006 Grant of Options⁽⁵⁾	$21.2							⁽⁶⁾	06/13/2016	Common Shares	12,500		12,500	D
10/29/1998 Grant of Options⁽⁷⁾	$101.48							⁽⁸⁾	10/28/2008	Common Shares	1,333		1,333	D
01/29/2002 Grant of Options⁽⁷⁾	$71.6							⁽⁸⁾	01/26/2010	Common Shares	1,333		1,333	D
01/29/2002 Grant of Options⁽⁷⁾	$71.6							⁽⁸⁾	01/26/2010	Common Shares	2,666		2,666	D
01/29/2002 Grant of Options⁽⁹⁾	$71.6							⁽⁸⁾	01/24/2011	Common Shares	1,466		1,466	D
04/02/2002 Grant of Options⁽⁷⁾	$44.9							⁽⁸⁾	04/01/2012	Common Shares	2,500		2,500	D
06/18/2002 Grant of Options⁽⁷⁾	$17.4							⁽⁸⁾	06/17/2012	Common Shares	1,000		1,000	D
02/07/2003 Grant of Options⁽⁷⁾	$23.5							⁽⁸⁾	02/06/2013	Common Shares	15,000		15,000	D
09/07/2005 Grant of Options⁽⁷⁾	$31.8							⁽⁶⁾	09/06/2015	Common Shares	26,000		26,000	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 7,500 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 4,000 restricted stock units that vest in three equal annual installments beginning on September 7, 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 11,200 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. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated.

8. The reported options are currently vested.

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

10. 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) Senior Vice-President, Global Operations and Strategy

	T.S.J. Connelly McGilley, Attorney for Michele Antonio Pangia	09/10/2008
	** 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).
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