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^*

DRAGOON JOHN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP & Chief Mktg Officer

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		353,429	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)	$6.02	04/27/2011		D			50,000	⁽²⁾	10/13/2011	Common Stock	50,000	$0.08	0	D
Stock Option (right to buy)	$5.55	04/27/2011		D			60,000	⁽³⁾	03/30/2013	Common Stock	60,000	$0.55	0	D
Stock Option (right to buy)	$6.08	04/27/2011		D			51,104	⁽⁴⁾	12/12/2014	Common Stock	51,104	$0.02	0	D
Stock Option (right to buy)	$6.08	04/27/2011		D			25,553	⁽⁵⁾	12/12/2014	Common Stock	25,553	$0.02	0	D
Stock Option (right to buy)	$3.64	04/27/2011		D			78,125	⁽⁶⁾	12/16/2016	Common Stock	78,125	$2.46	0	D
Stock Option (right to buy)	$4.12	04/27/2011		D			20,718	⁽⁷⁾	06/08/2017	Common Stock	20,718	$1.98	0	D
Stock Option (right to buy)	$3.99	04/27/2011		D			320,512	⁽⁸⁾	12/08/2017	Common Stock	320,512	$2.11	0	D
Stock Option (right to buy)	$3.64	04/27/2011		D			97,656	⁽⁹⁾	12/16/2016	Common Stock	97,656	$2.46	0	D
Stock Option (right to buy)	$4.12	04/27/2011		D			25,897	⁽¹⁰⁾	06/08/2017	Common Stock	25,897	$1.98	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			1,421.161	⁽¹²⁾	⁽¹²⁾	Common Stock	1,421.161	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			355.29	⁽¹³⁾	⁽¹³⁾	Common Stock	355.29	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			620.69	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	620.69	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			155.172	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	155.172	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			3,930.818	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	3,930.818	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			982.704	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	982.704	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			6,756.757	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	6,756.757	$6.1	0	D
Phantom Stock	⁽¹¹⁾	04/27/2011		D			1,689.189	⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	1,689.189	$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 of 25% on October 13, 2004 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $4,000, 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.

3. Pursuant to the Merger Agreement, this option, which provided for vesting of 25% on March 30, 2006 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $33,000, 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 of 25% on December 12, 2007 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $1,022.08, 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 vests based on achievement of performance criteria, was canceled in exchange for a cash payment of $511.06, 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 of 25% on December 16, 2009 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $192,187.50, 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 of 25% on June 8, 2010 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $41,021.64, 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 of 25% on December 8, 2010 and thereafter 2.0833% on each monthly anniversary, was canceled in exchange for a cash payment of $676,280.32, 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 vests based on achievement of performance criteria, was canceled in exchange for a cash payment of $240,233.76 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 vests based on achievement of performance criteria, was canceled in exchange for a cash payment of $51,276.06, 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. Each unit of phantom stock is the economic equivalent of one share of Novell common stock.

12. Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $8,674.20, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

13. Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2012 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $2,171.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

14. Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $3,788.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

15. Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2013 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $951.60, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

16. Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $23,979.10, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

17. Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2014 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $5,996.30, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

18. Pursuant to the Merger Agreement, these units of phantom stock, which according to their terms become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $41,217.70, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

19. Pursuant to the Merger Agreement, these units of matching phantom stock, which according to their terms vest on January 1, 2015 and become payable upon the reporting person's termination of service with the Company, were canceled in exchange for a cash payment of $10,309.00, representing the product of the Merger Consideration multiplied by the number of notional shares of Novell common stock subject to such phantom stock units. Fractional units will be rounded up to a whole number of shares.

Remarks:

	/s/ Elspeth Grant Pruett/Attorney-in-fact	04/28/2011
	** 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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