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^*

ZAFIROVSKI MIKE S

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	(1) See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

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	08/08/2007		P		21,000	A	$19	21,000	D
Common Shares	08/08/2007		P		20,000	A	$19.02	20,000	D
Common Shares	08/08/2007		P		100	A	$19.17	100	D
Common Shares	08/08/2007		P		800	A	$19.19	800	D
Common Shares	08/08/2007		P		200	A	$19.2	200	D
Common Shares	08/08/2007		P		100	A	$19.21	100	D
Common Shares	08/08/2007		P		300	A	$19.22	300	D
Common Shares	08/08/2007		P		3,300	A	$19.23	3,300	D
Common Shares	08/08/2007		P		4,200	A	$19.24	4,200	D
Common Shares	08/08/2007		P		2,500	A	$19.328	2,500	D
Common Shares								208,429⁽¹⁾	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⁽²⁾	$25.82⁽³⁾							⁽⁴⁾	03/20/2017	Common Shares	269,000		269,000	D
06/14/2006 Grant of Options⁽²⁾	$21.2							⁽⁴⁾	06/13/2016	Common Shares	167,500		167,500	D
11/15/2005 Grant of Options⁽⁵⁾	$31							⁽⁶⁾	11/14/2015	Common Shares	500,000		500,000	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 226,500 restricted stock units that vest in five equal annual installments beginning on November 15, 2006 and are settled in Nortel Networks Corporation common shares upon vesting.

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

3. Represents the exercise price of $29.90 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada.

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

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

6. The reported options vest in five equal annual installments beginning November 15, 2006, the first anniversary of the date of grant.

Remarks:

(1) President and Chief Executive Officer

	T.S.J. Connelly McGilley, Attorney for Mike S. Zafirovski	08/09/2007
	** 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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