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*
PODUSKA JOHN WILLIAM SR

(Last) (First) (Middle)
404 WYMAN STREET, SUITE 500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NOVELL INC [ NOVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2008
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)
Code V Amount (A) or (D) Price
Common Stock 12/20/2008 M 1,733 A (1) 118,571 D
Common Stock 12/20/2008 M 433 A (2) 119,004 D
Common Stock 12/20/2008 M 1,692 A (3) 120,696 D
Common Stock 12/20/2008 M 423 A (4) 121,119 D
Common Stock 12/20/2008 M 1,644 A (5) 122,763 D
Common Stock 12/20/2008 M 411 A (6) 123,174 D
Common Stock 12/20/2008 M 1,312 A (7) 124,486 D
Common Stock 12/20/2008 M 328 A (8) 124,814 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Equivalent(1) (9) 12/20/2008 M 1,733 12/20/2008 12/20/2008 Common Stock 1,733 $5.77 0 D
Common Stock Equivalent(2) (9) 12/20/2008 M 433 12/20/2008 12/20/2008 Common Stock 433 $0.00 0 D
Common Stock Equivalent(3) (9) 12/20/2008 M 1,692 12/20/2008 12/20/2008 Common Stock 1,692 $5.91 0 D
Common Stock Equivalent(4) (9) 12/20/2008 M 423 12/20/2008 12/20/2008 Common Stock 423 $0.00 0 D
Common Stock Equivalent(5) (9) 12/20/2008 M 1,644 12/20/2008 12/20/2008 Common Stock 1,644 $6.08 0 D
Common Stock Equivalent(6) (9) 12/20/2008 M 411 12/20/2008 12/20/2008 Common Stock 411 $0.00 0 D
Common Stock Equivalent(7) (9) 12/20/2008 M 1,312 12/20/2008 12/20/2008 Common Stock 1,312 $7.62 0 D
Common Stock Equivalent(8) (9) 12/20/2008 M 328 12/20/2008 12/20/2008 Common Stock 328 $0.00 0 D
Explanation of Responses:
1. On February 1, 2005, the reporting person acquired 1,733 common stock equivalents under Novell's 2000 Stock Plan at a price of $5.77 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2008.
2. In connection with the acquisition of the common stock equivalents referenced in footnote (1) above, on February 1, 2005 the issuer issued the reporting person 433 match common stock equivalents that, according to the terms of the Novell's 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2008.
3. On May 2, 2005, the reporting person acquired 1,692 common stock equivalents under Novell's 2000 Stock Plan at a price of $5.91 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2008.
4. In connection with the acquisition of the common stock equivalents referenced in footnote (3) above, on May 2, 2005 the issuer issued the reporting person 423 match common stock equivalents that, according to the terms of the Novell's 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2008.
5. On August 1, 2005, the reporting person acquired 1,644 common stock equivalents under Novell's 2000 Stock Plan at a price of $6.08 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2008.
6. In connection with the acquisition of the common stock equivalents referenced in footnote (5) above, on August 1, 2005 the issuer issued the reporting person 411 match common stock equivalents that, according to the terms of the Novell's 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2008.
7. On November 1, 2005, the reporting person acquired 1,312 common stock equivalents under Novell's 2000 Stock Plan at a price of $7.62 per common stock equivalent in lieu of a Board retainer of $10,000. Pursuant to the election of the reporting person, such common stock equivalents vested on December 20, 2008.
8. In connection with the acquisition of the common stock equivalents referenced in footnote (7) above, on November 1, 2005 the issuer issued the reporting person 328 match common stock equivalents that, according to the terms of the Novell's 2000 Stock Plan and pursuant to the election of the reporting person, vested on December 20, 2008.
9. Each common stock equivalent is the economic equivalent of one share of Novell common stock. On December 20, 2008, the reporting person's common stock equivalents were settled for an equal number of shares of Novell common stock in accordance with the Novell's 2000 Stock Plan.
Remarks:
By: /s/ Elspeth Grant Pruett/Attorney-in-fact 12/23/2008
** 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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