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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTEL NETWORKS CORP [ NT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares(1) | 07/28/2003 | A | 147,927(1) | A | (1) | 214,463 | D | |||
Common Shares(1) | 07/29/2003 | F | 119,573(1) | D | $2.92(1) | 214,463 | D | |||
Common Shares | 1,285 | I | Held by daughter, Sena Tariq(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Investment Fund Units(3) | (3) | (3) | (3) | Common Shares | 4,102.75(3) | 217.79 | D | ||||||||
Investment Fund Units(4) | (4) | (4) | (4) | Common Shares | 39,422.87(4) | 132,363.33 | D | ||||||||
01/25/94 Grant of Options (10,000 options outstanding)(5) | $3.95 | (8) | 01/24/2004 | Common Shares | 10,000 | 10,000 | D | ||||||||
01/24/95 Grant of Options (36,000 options outstanding)(5) | $4.21 | (8) | 01/23/2005 | Common Shares | 36,000 | 36,000 | D | ||||||||
01/25/96 Grant of Options (40,000 options outstanding)(5) | $5.62 | (8) | 01/24/2006 | Common Shares | 40,000 | 40,000 | D | ||||||||
01/30/97 Grant of Options (56,000 options outstanding)(5) | $8.85 | (8) | 01/29/2007 | Common Shares | 56,000 | 56,000 | D | ||||||||
01/29/98 Grant of Options (64,000 options outstanding)(5) | $11.29 | (8) | 01/28/2008 | Common Shares | 64,000 | 64,000 | D | ||||||||
10/29/98 Grant of Options (40,000 options outstanding)(5) | $10.15 | (8) | 10/28/2008 | Common Shares | 40,000 | 40,000 | D | ||||||||
07/29/99 Grant of Options (60,000 options outstanding)(5) | $21.94 | (8) | 07/28/2009 | Common Shares | 60,000 | 60,000 | D | ||||||||
01/27/00 Grant of Options (50,000 options outstanding)(5) | $49.61 | 01/27/2004 | 01/26/2010 | Common Shares | 50,000 | 50,000 | D | ||||||||
01/27/00 Grant of Options (50,000 options outstanding)(5) | $49.61 | (8) | 01/26/2010 | Common Shares | 50,000 | 50,000 | D | ||||||||
06/09/00 Grant of Options (50,000 options outstanding)(5) | $59.41 | (8) | 06/08/2010 | Common Shares | 50,000 | 50,000 | D | ||||||||
01/25/01 Grant of Options (150,000 outstanding options)(6) | $38.26 | (9) | 01/24/2011 | Common Shares | 150,000 | 150,000 | D | ||||||||
10/25/01 Grant of Options (500,000 outstanding options)(5)(7) | $5.89 | (7) | 10/25/2007 | Common Shares | 500,000 | 500,000 | D | ||||||||
02/28/02 Grant of Options (250,000 outstanding options)(5) | $5.15 | (10) | 02/27/2012 | Common Shares | 250,000 | 250,000 | D |
Explanation of Responses: |
1. Common shares of Nortel Networks Corporation ("NNC") delivered to the participant pursuant to Nortel Networks Limited Restricted Stock Unit Plan as amended (the "RSU Plan") in settlement of restricted stock units. Each restricted stock unit entitled the holder to receive one NNC common share. The cash equivalent of 119,573 common shares of NNC valued at $2.92 U.S. per share was withheld by Nortel Networks Limited to meet certain tax withholding obligations. |
2. These shares are held by a member of Mr. Tariq's immediate family residing in his household. Mr. Tariq disclaims beneficial ownership of such shares. |
3. 217.79 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 Limited Investment Plan for Employees - Canada (the "Canadian Investment Plan") as of July 25, 2003. The Stock Fund invests primarily in Nortel Networks Corporation common shares. As of July 25, 2003, the participant's company stock fund units represent approximately 4,102.75 common shares of Nortel Networks Corporation. The Canadian Investment Plan is administered as a unitized fund by Sun Life Assurance Company of Canada and the number of shares represented by each unit fluctuates on a daily basis. |
4. 132,363.33 company stock fund units 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 "U.S. Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of July 25, 2003. The U.S. Stock Fund invests primarily in Nortel Networks Corporation common shares. As of July 25, 2003, the participant's company stock fund units represent approximately 39,422.87 common shares of Nortel Networks Corporation. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates Inc. and the number of shares represented by each unit luctuates on a daily basis. |
5. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated (the "1986 Stock Option Plan"). |
6. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. |
7. The reported options were granted pursuant to the 1986 Stock Option Plan. The options will vest 4 years from the date of grant or earlier if certain predetermined performance criteria are met, and in such event, no more than one third of such options shall vest prior to October 31, 2002 and the remaining two-thirds of the options shall not vest prior to October 31, 2003. |
8. The reported options are currently vested. |
9. The reported options are currently vested as to 100,000 NNC common shares and will vest as to the remaining 50,000 NNC common shares on January 25, 2004. |
10. The reported options are currently vested as to 83,333 NNC common shares and will vest as to 83,333 NNC common shares on February 28, 2004 and as to 83,334 NNC common shares on February 28, 2005. |
Tracy S.J. Connelly, Attorney for Masood Ahmad Tariq | 07/30/2003 | |
** 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). | ||
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. |