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^*

PODUSKA JOHN WILLIAM SR

(Last)

(First)

(Middle)

NOVELL, INC.

404 WYMAN STREET, SUITE 500

(Street)

WALTHAM

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)
04/27/2011

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 Stock	04/27/2011		D		65,483	D	⁽¹⁾	0	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)
Stock Option (right to buy)	$4.98	04/27/2011		D			30,000	⁽²⁾	07/10/2011	Common Stock	30,000	$1.12	0	D
Stock Option (right to buy)	$3.92	04/27/2011		D			50,000	⁽³⁾	09/10/2011	Common Stock	50,000	$2.18	0	D
Stock Option (right to buy)	$4.04	04/27/2011		D			15,000	⁽⁴⁾	04/17/2012	Common Stock	15,000	$2.06	0	D
Stock Option (right to buy)	$2.75	04/27/2011		D			10,000	⁽⁵⁾	05/01/2011	Common Stock	10,000	$3.35	0	D
Stock Option (right to buy)	$2.75	04/27/2011		D			15,000	⁽⁶⁾	05/01/2013	Common Stock	15,000	$3.35	0	D
Stock Option (right to buy)	$3.34	04/27/2011		D			20,000	⁽⁷⁾	06/02/2011	Common Stock	20,000	$2.76	0	D
Stock Option (right to buy)	$5.91	04/27/2011		D			15,000	⁽⁸⁾	05/02/2015	Common Stock	15,000	$0.19	0	D
Stock Option (right to buy)	$5.91	04/27/2011		D			10,000	⁽⁹⁾	05/02/2013	Common Stock	10,000	$0.19	0	D
Stock Option (right to buy)	$3.89	04/27/2011		D			25,146	⁽¹⁰⁾	04/07/2017	Common Stock	25,146	$2.21	0	D
Stock Option (right to buy)	$5.89	04/27/2011		D			18,614	⁽¹¹⁾	06/07/2018	Common Stock	18,614	$0.21	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			1,572	⁽¹³⁾	⁽¹³⁾	Common Stock	1,572	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			393	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	393	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			1,990	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,990	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			497	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	497	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			2,244	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	2,244	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			561	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	561	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			2,682	⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	2,682	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			670	⁽²⁰⁾	⁽²⁰⁾	Common Stock	670	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			3,378	⁽²¹⁾	⁽²¹⁾	Common Stock	3,378	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			844	⁽²²⁾	⁽²²⁾	Common Stock	844	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			3,324	⁽²³⁾	⁽²³⁾	Common Stock	3,324	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			831	⁽²⁴⁾	⁽²⁴⁾	Common Stock	831	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			2,729	⁽²⁵⁾	⁽²⁵⁾	Common Stock	2,729	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			682	⁽²⁶⁾	⁽²⁶⁾	Common Stock	682	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			3,056	⁽²⁷⁾	⁽²⁷⁾	Common Stock	3,056	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			764	⁽²⁸⁾	⁽²⁸⁾	Common Stock	764	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			2,796	⁽²⁹⁾	⁽²⁹⁾	Common Stock	2,796	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			699	⁽³⁰⁾	⁽³⁰⁾	Common Stock	699	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			2,228	⁽³¹⁾	⁽³¹⁾	Common Stock	2,228	$6.1	0	D
Common Stock Equivalent	⁽¹²⁾	04/27/2011		D			557	⁽³²⁾	⁽³²⁾	Common Stock	557	$6.1	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 21, 2010, by and among Novell, Inc. ("Novell"), Attachmate Corporation and Longview Software Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $6.10 per share (the "Merger Consideration") on the effective date of the merger.

2. Pursuant to the Merger Agreement, this option, which provided for vesting in four equal installments beginning on July 10, 2002, was canceled in exchange for a cash payment of $33,600, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

3. Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on September 10, 2002 and thereafter 6.25% on each quarterly anniversary, was canceled in exchange for a cash payment of $109,000, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

4. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on April 17, 2003, was canceled in exchange for a cash payment of $30,900, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

5. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2004, was canceled in exchange for a cash payment of $33,500, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

6. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2004, was canceled in exchange for a cash payment of $50,250, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

7. Pursuant to the Merger Agreement, this option, which provided for vesting in four equal installments beginning on June 2, 2004, was canceled in exchange for a cash payment of $55,200, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

8. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2006, was canceled in exchange for a cash payment of $2,850, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

9. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on May 1, 2006, was canceled in exchange for a cash payment of $1,900, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

10. Pursuant to the Merger Agreement, this option, which provided for vesting in two equal installments beginning on April 7, 2010, was canceled in exchange for a cash payment of $55,572.66, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

11. Pursuant to the Merger Agreement, this option, which provided for 100% vesting on earlier to occur of (i) the first anniversary of the Grant Date, or (ii) the business day immediately prior to the date of the next annual meeting of stockholders following the Grant Date, was canceled in exchange for a cash payment of $3,908.94, representing the product obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per share of such option, by (ii) the number of shares issuable upon exercise of such option.

12. Each common stock equivalent ("CSE") is the economic equivalent of one share of Novell common stock.

13. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock on December 20, 2011, was canceled in exchange for a cash payment of $9,589.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

14. Pursuant to the Merger Agreement, this match CSE, which vested on February 1, 2011 and which according to its terms converts to common stock on December 20, 2011, was canceled in exchange for a cash payment of $2,397.30, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

15. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $12,139, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

16. Pursuant to the Merger Agreement, this match CSE, which vested on May 1, 2011 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,031.70, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

17. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $13,688.40, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

18. Pursuant to the Merger Agreement, this match CSE, which vested on August 1, 2011 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,422.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

19. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $16,360.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

20. Pursuant to the Merger Agreement, this match CSE, which vested on November 1, 2011 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $4,087, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

21. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $20,605.80, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

22. Pursuant to the Merger Agreement, this match CSE, which vested on February 1, 2012 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $5,148.40, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

23. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $20,276.40, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

24. Pursuant to the Merger Agreement, this match CSE, which vested on May 1, 2012 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $5,069.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

25. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $16,646.90, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

26. Pursuant to the Merger Agreement, this match CSE, which vested on August 1, 2012 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $4,160.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

27. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $18,641.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

28. Pursuant to the Merger Agreement, this match CSE, which vested on November 1, 2012 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $4,660.40, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

29. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $17,055.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

30. Pursuant to the Merger Agreement, this match CSE, which vested on February 1, 2013 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $4,263.90, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

31. Pursuant to the Merger Agreement, this CSE, which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $13,590.80, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

32. Pursuant to the Merger Agreement, this match CSE, which vested on May 1, 2013 and which according to its terms converts to common stock upon the reporting person's retirement from the Board, was canceled in exchange for a cash payment of $3,397.70, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such CSE.

Remarks:

Form 1 of 2

	/s/ Elspeth Grant Pruett/Attorney-in-fact	04/28/2011
	** Signature of Reporting Person	Date
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