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^*

JOANNOU DION CONSTANDINO

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORPORATION

195 THE WEST MALL

(Street)

TORONTO, ONTARIO

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)
	President, North America

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2006

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								64,236	D
Common Shares								175,000⁽¹⁾	D
Common Shares	11/22/2006		S		37,522⁽²⁾	D	$2.1	262,478⁽³⁾	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)
06/14/2006 Grant of Options⁽⁴⁾	$2.12							⁽⁵⁾	06/13/2016	Common Shares	250,000		250,000	D
Investment Fund Units⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Shares	24,465.18⁽⁶⁾		82,622.63	D
01/29/98 Grant of Options⁽⁷⁾	$11.29							⁽⁸⁾	01/28/2008	Common Shares	1,334		1,334	D
10/29/98 Grant of Options⁽⁷⁾	$10.1475							⁽⁸⁾	10/28/2008	Common Shares	10,668		10,668	D
01/28/99 Grant of Options⁽⁷⁾	$15.5325							⁽⁸⁾	01/27/2009	Common Shares	13,334		13,334	D
01/29/02 Grant of Options⁽⁷⁾	$7.16							⁽⁸⁾	01/26/2010	Common Shares	13,333		13,333	D
01/29/02 Grant of Options⁽⁹⁾	$7.16							⁽⁸⁾	11/28/2010	Common Shares	3,333		3,333	D
01/29/02 Grant of Options⁽⁹⁾	$7.16							⁽⁸⁾	01/24/2011	Common Shares	8,000		8,000	D
02/28/02 Grant of Options⁽⁷⁾	$5.15							⁽⁸⁾	02/27/2012	Common Shares	90,000		90,000	D
11/22/2005 Grant of Options⁽⁷⁾	$3.07							⁽⁵⁾	11/21/2015	Common Shares	750,000		750,000	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting.

2. Open market sale of common shares required by Nortel Networks Corporation to pay applicable withholding taxes upon vesting of restricted stock units.

3. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 300,000 restricted stock units that vest in three equal annual installments beginning on November 22, 2006 and are settled in Nortel Networks Corporation common shares upon vesting.

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

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

6. 82,622.63 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 "U.S. Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of November 22, 2006. The Stock Fund invests primarily in NNC common shares. As of November 22, 2006, the participant's company stock fund units represents approximately 24,465.18 common shares of NNC. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates Inc. and the number of shares represented by each unit fluctuates on a daily basis.

7. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated (the "1986 Stock Option Plan").

8. The reported options are currently vested.

9. The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan.

	T.S.J. Connelly McGilley, Attorney for Dion Constandino Joannou	11/27/2006
	** Signature of Reporting Person	Date
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