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^*

Bejar Martha Helena

(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)
	See Remarks (1)

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2007

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								10,000⁽²⁾	D
Common Shares								8,518⁽³⁾	D
Common Shares								10,936⁽⁴⁾	D
Common Shares	03/21/2007		A		13,500⁽¹⁾	A	$0⁽¹⁾	13,500	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)
03/21/2007 Grant of Options⁽⁵⁾	$25.82	03/21/2007		A		27,100		⁽⁶⁾	03/20/2017	Common Shares	27,100	$0	27,100	D
06/14/2006 Grant of Options⁽⁵⁾⁽¹²⁾	$21.2							⁽⁶⁾	06/13/2016	Common Shares	15,000		15,000	D
Investment Fund Units⁽⁷⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Shares	1,709.855		58,068.165	D
01/29/98 Grant of Options⁽⁸⁾	$112.9							⁽⁹⁾	01/28/2008	Common Shares	3,840		3,840	D
01/29/98 Grant of Options⁽⁸⁾	$112.9							⁽⁹⁾	01/28/2008	Common Shares	6,000		6,000	D
01/29/98 Grant of Options⁽⁸⁾⁽¹⁰⁾⁽¹²⁾	$112.9							⁽¹⁰⁾	01/28/2008	Common Shares	6,000		6,000	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	4,000		4,000	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⁾	06/08/2010	Common Shares	1,333		1,333	D
01/29/02 Grant of Options⁽⁸⁾	$71.6							⁽⁹⁾	09/27/2010	Common Shares	2,000		2,000	D
01/29/02 Grant of Options⁽¹¹⁾	$71.6							⁽⁹⁾	01/24/2011	Common Shares	1,333		1,333	D
02/28/02 Grant of Options⁽⁸⁾	$51.5							⁽⁹⁾	02/27/2012	Common Shares	12,000		12,000	D
09/07/2005 Grant of Options⁽⁸⁾	$31.8							⁽⁶⁾	09/06/2015	Common Shares	52,500		52,500	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 21, 2008 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 June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding. Reflects the 1-for-10 share consolidation effective December 1, 2006.

3. Reflects the 1-for-10 share consolidation effective December 1, 2006.

4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 12,500 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. Reflects the 1-for-10 share consolidation effective December 1, 2006.

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. 58,068.165 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 March 21, 2007. The Stock Fund invests primarily in common shares of Nortel Networks Corporation ("NNC"). As at March 21, 2007, the participant's company stock fund units represent approximately 1,709.855 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 (the "1986 Stock Option Plan"). The number of outstanding options, underlying shares adn the exercise price have been adjusted to reflect the 1-for-10 share consolidation effective December 1, 2006.

9. The reported options are currently vested.

10. These replacement options were granted pursuant to the Key Contributor Program under the 1986 Stock Option Plan. Under the terms of Key Contributor Program, a Participant is granted concurrently an equal number of initial options and replacement options. The replacement options expire ten years from the date of grant and have an exercise price equal to the market value (as defined in the 1986 Stock Option Plan) of common shares on the date the initial options are fully exercised, provided that in no event will the exercise price be less than the market value (as defined in the 1986 Stock Option Plan) on the date of grant. Subject to certain holding requirements with respect to shares received from the exercise of the initial options, the replacement options are generally exercisable commencing 36 months from the date all of the initial options are fully exercised.

11. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. The number of outstanding options, underlying shares and the exercise price have been adjusted to reflect the 1-for-10 share consolidation effective December 1, 2006.

12. The number of outstanding options, underlying shares and the exercise price have been adjusted to reflect the 1-for-10 share consolidation effective December 1, 2006.

Remarks:

(1) President, CALA and Emerging Markets Strategy

	T.S.J. Connelly McGilley, Attorney for Martha Helena Bejar	03/22/2007
	** Signature of Reporting Person	Date
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