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^*

Wagner Joseph H

(Last)

(First)

(Middle)

NOVELL, INC.

404 WYMAN STREET, SUITE 500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2009

3. Issuer Name and Ticker or Trading Symbol
NOVELL INC [ NOVL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GM, SRM

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 Stock	133,084	D
Common Stock⁽¹⁾	11,110	D
Common Stock⁽²⁾	16,767	D
Common Stock⁽³⁾	41,208	D
Common Stock⁽⁴⁾	54,824	D
Common Stock⁽⁵⁾	13,098	D
Common Stock⁽⁶⁾	391	D
Common Stock⁽⁷⁾	635	D
Common Stock⁽⁸⁾	605	D
Common Stock⁽⁹⁾	436	D
Common Stock⁽¹⁰⁾	530	D
Common Stock⁽¹¹⁾	681	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)
Stock Option (right to buy)	⁽¹²⁾	08/12/2011	Common Stock	27,841	$3.52	D
Stock Option (right to buy)	⁽¹³⁾	01/07/2012	Common Stock	23,000	$10.68	D
Stock Option (right to buy)	⁽¹⁴⁾	03/30/2013	Common Stock	60,000	$5.55	D
Stock Option (right to buy)	⁽¹⁵⁾	12/12/2013	Common Stock	60,000	$8.71	D
Stock Option (right to buy)	⁽¹⁶⁾	12/12/2014	Common Stock	88,878	$6.08	D
Stock Option (right to buy)	⁽¹⁷⁾	12/18/2015	Common Stock	62,096	$6.71	D
Stock Option (right to buy)⁽¹⁸⁾	12/23/2008	12/18/2015	Common Stock	19,405	$6.71	D
Stock Option (right to buy)	⁽¹⁹⁾	12/16/2016	Common Stock	93,750	$3.64	D
Stock Option (right to buy)	⁽²⁰⁾	12/08/2017	Common Stock	112,179	$3.99	D

Explanation of Responses:

1. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 12, 2006. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in two equal installments on December 12, 2009 and December 12, 2010.

2. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 18, 2007. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in three equal installments on December 18, 2009, December 18, 2010 and December 18, 2011.

3. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 16, 2008. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in four equal installments on December 16, 2009, December 16, 2010, December 16, 2011 and December 16, 2012.

4. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 8, 2009. The units will vest in three equal installments if the last reported sales price of Novell's common stock on NASDAQ for the immediately preceding 20 consecutive trading day period equals or exceeds $5.50, $7.00 and $8.50 respectively, which target prices are subject to reduction at the discretion of the Company's Board of Directors or a committee thereof. As the restricted stock units vest, the vested units will automatically be converted to vested common stock on a one-for-one basis. Any units that have not vested by December 8, 2016, will be forfeited.

5. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service with the company.

6. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company, provided that the reporting person remains with the company until January 1, 2010.

7. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company, provided that the reporting person remains with the company until January 1, 2011.

8. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company, provided that the reporting person remains with the company until January 1, 2012.

9. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company, provided that the reporting person remains with the company until January 1, 2013.

10. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company, provided that the reporting person remains with the company until January 1, 2014.

11. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company, provided that the reporting person remains with the company until January 1, 2015.

12. The option vested 25% on August 12, 2004, and vested 2.0833% monthly thereafter, and is now fully vested.

13. The option vested 25% on January 7, 2005, and vested 2.0833% monthly thereafter, and is now fully vested.

14. The option vested 25% on March 30, 2006, and vested 2.0833% monthly thereafter, and is now fully vested.

15. The option vested 25% on December 12, 2006, and vests 2.0833% monthly thereafter, so that the option will be fully vested on December 12, 2009.

16. The option vested 25% on December 12, 2007, and vests 2.0833% monthly thereafter. so that the option will be fully vestd on December 12, 2010.

17. The option vested 25% on December 18, 2008, and vests 2.0833% monthly thereafter, so that the option will be fully vested on December 18, 2011.

18. On December 18, 2007, the reporting person was granted on option to purchase 77,620 shares of common stock. The option vests in four equal annual installments based on Novell's satisfaction of certain performance criteria for each of the fiscal years ending October 31, 2008, 2009, 2010 and 2011. The performance criteria for fiscal year ended October 31, 2008 was met, resulting in the vesting of the option as to 19,405 shares.

19. The option will vest 25% on December 16, 2009, and will vest 2.0833% monthly thereafter, so that the option will be fully vested on December 16, 2012.

20. The option will vest 25% on December 8, 2010, and will vest 2.0833% monthly thereafter, so that the option will be fully vested on December 8, 2013.

Remarks:

	/s/ Elspeth Grant Pruett/Attorney-in-fact	12/15/2009
	** 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.