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^*

DOOLITTLE JOHN MARSHALL

(Last)

(First)

(Middle)

195 THE WEST MALL

(Street)

TORONTO

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)
	Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2009

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								9⁽¹⁾	I	Held by Mary Elizabeth Doolittle, Spouse
Common Shares	02/27/2009		J		8,300⁽²⁾⁽³⁾	D	$0	0⁽⁸⁾	D
Common Shares								1,893⁽⁸⁾	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)
08/08/2008 Grant of Options⁽⁴⁾	$5.96⁽⁶⁾	02/27/2009		J			34,500⁽⁷⁾	⁽⁵⁾	08/07/2018	Common Shares	34,500	$0	0	D

Explanation of Responses:

1. These shares are held by the member of Mr. Doolittle's immediate family residing in his household. Mr. Doolittle disclaims beneficial ownership of such shares.

2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan scheduled to vest in three equal annual installments beginning on August 8, 2009 and be settled in Nortel Networks Corporation common shares upon vesting, nex of tax withholding.

3. All unvested and vested restricted stock units were cancelled with no consideration paid to the holder pursuant to an Order of the Ontario Superior Court of Justice dated February 27, 2009.

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

5. The reported options were scheduled to vest in four equal annual installments beginning on the first anniversary of the date of grant.

6. Represents the exercise price of $6.36 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

7. All unvested and vested stock options were cancelled with no consideration paid to the holder pursuant to an Order of the Ontario Superior Court of Justice dated February 27, 2009.

8. Following the transactions reported by this Form 4, the balance of common shares for this insider is 1,893.

	S. Graff, Attorney for John Marshall Doolittle	03/02/2009
	** 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 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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