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^*

BARRIOS ALVIO SILVIO

(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)
	President, CALA

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)

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 Stock								14,300⁽¹⁾	D
Common Stock								2,750⁽²⁾	D
Common Stock	06/17/2008		S		179⁽¹¹⁾	D	$10.1429	1,641⁽³⁾	D
Common Stock								2,018⁽⁴⁾	D
Common Stock								235.6421	I	Halifax EES Trustees Limited⁽¹²⁾

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)
03/03/08 Grant of Options⁽¹⁰⁾	$8.31							⁽⁹⁾	03/02/2018	Common Shares	57,350		57,350	D
08/08/07 Grant of Options⁽¹⁰⁾	$19.22							⁽⁹⁾	08/07/2017	Common Shares	5,500		5,500	D
Investment Fund Units⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	191.4192⁽⁵⁾		6,375.7998⁽⁵⁾	D
10/29/98 Grant of Options⁽⁶⁾	$101.48							⁽⁷⁾	10/28/2008	Common Shares	66		66	D
9/23/99 Grant of Options⁽⁶⁾	$239.7							⁽⁷⁾	09/22/2009	Common Shares	1,100		1,100	D
1/29/02 Grant of Options⁽⁶⁾	$71.6							⁽⁷⁾	03/27/2010	Common Shares	200		200	D
1/29/02 Grant of Options⁽⁶⁾	$71.6							⁽⁷⁾	06/28/2010	Common Shares	466		466	D
1/29/02 Grant of Options⁽⁸⁾	$71.6							⁽⁷⁾	10/26/2010	Common Shares	233		233	D
1/29/02 Grant of Options⁽⁸⁾	$71.6							⁽⁷⁾	06/18/2011	Common Shares	450		450	D
3/11/02 Grant of Options⁽⁶⁾	$59.6							⁽⁷⁾	03/10/2012	Common Shares	1,700		1,700	D
2/7/03 Grant of Options⁽⁸⁾	$23.5							⁽⁷⁾	02/06/2013	Common Shares	4,500		4,500	D
2/5/04 Grant of Options⁽⁶⁾	$76.6							⁽⁷⁾	02/04/2014	Common Shares	2,500		2,500	D
7/19/05 Grant of Options⁽⁸⁾	$27.8							⁽⁹⁾	07/18/2015	Common Shares	3,500		3,500	D
6/14/06 Grant of Options⁽¹⁰⁾	$21.2							⁽⁹⁾	06/13/2016	Common Shares	2,500		2,500	D
3/21/07 Grant of Options⁽¹⁰⁾	$25.82							⁽⁹⁾	03/20/2017	Common Shares	4,500		4,500	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 that vest in three equal annual installments beginning on August 8, 2008 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.

3. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 2,000 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.

4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 2,250 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. 6,375.7998 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 of June 17, 2008, the participant's company stock fund units represent approximately 191.4192 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.

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

7. The reported options are currently vested.

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

9. The reported options vest in four equal annual installments beginning on the first anniversary of the date of grant.

10. The reported options were granted pursuant to the Nortel 2005 Stock Incentive 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.

12. The number of NNC common shares held for the participant's account pursuant to the Nortel Stock Purchase Plans (Post-June 29, 2005) as of June 17, 2008.

	A. Ventresca, Attorney for Alvio S. Barrios	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).
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