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^*

MacKinnon Pierre David

(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)
	(1) See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2008

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)
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								2,600⁽¹⁾	D
Common Shares								14,084	D
Common Shares	06/17/2008		S		911⁽¹³⁾	D	$10.1429	5,927⁽²⁾	D
Common Shares								11,281⁽³⁾	D
Common Shares								7,608⁽⁴⁾	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)
03/03/2008 Grant of Options⁽⁵⁾	$8.31							⁽⁶⁾	03/02/2018	Common Shares	10,400		10,400	D
03/21/2007 Grant of Options⁽⁵⁾	$25.82							⁽⁶⁾	03/20/2017	Common Shares	17,300		17,300	D
06/14/2006 Grant of Options⁽⁵⁾	$21.2							⁽⁶⁾	06/13/2016	Common Shares	12,500		12,500	D
Investment Fund Units⁽⁷⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Shares	2,221.2654		73,985.6584	D
Investment Fund Units⁽⁸⁾	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	⁽⁸⁾		600.6298	D
01/28/99 Grant of Options⁽⁹⁾	$155.31⁽¹¹⁾							⁽¹⁰⁾	01/27/2009	Common Shares	2,800		2,800	D
01/29/02 Grant of Options⁽⁹⁾	$71.6							⁽¹⁰⁾	01/26/2010	Common Shares	2,666		2,666	D
01/29/02 Grant of Options⁽⁹⁾	$71.6							⁽¹⁰⁾	03/09/2010	Common Shares	4,000		4,000	D
01/29/02 Grant of Options⁽¹²⁾	$71.6							⁽¹⁰⁾	01/24/2011	Common Shares	2,666		2,666	D
02/28/02 Grant of Options⁽⁹⁾	$51.5							⁽¹⁰⁾	02/27/2012	Common Shares	8,000		8,000	D
09/07/2005 Grant of Options⁽⁹⁾	$31.8							⁽⁶⁾	09/06/2015	Common Shares	62,500		62,500	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the Nortel 2005 Incentive Plan that vest in the three equal annual installments beginning on March 3, 2009 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholdings.

2. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 7,500 restricted stock units that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting.

3. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 15,000 restricted stock units that vest in three equal annual installments beginning on September 7, 2006 and are settled in Nortel Networks Corporation common shares upon vesting.

4. Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan as part of a grant of 8,700 restricted stock units that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation common shares upon vesting.

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

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

7. 73,985.6584 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 June 17, 2008. The U.S.Stock Fund invests primarily in common shares of Nortel Networks Corporation ("NNC"). As at June 17, 2008 the participant's company stock fund units represent approximately 2,221.2654 NNC common shares. The U.S. Investment Plan is administered as a unitized fund by Hewitt Associates LLC and the number of shares represented by each unit fluctuates on a daily basis.

8. 600.6298 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 "Canadian StockFund") including the deduction of investment management fees and applicable taxes pursuant to the Nortel Networks Limited Investment Plan for Employees - Canada (the "Canadian Investment Plan") as of March 27, 2008. Each company stock fund unit represents one Nortel Networks Corporation ("NNC") common share and the price of each stock fund unit equals the closing price of one share of NNC common stock on the Toronto Stock Exchange on the applicable date. The Canadian Investment Plan is administered by Sun Life Assurance Company of Canada.

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

10. The reported options are currently vested.

11. Represents the exercise price of $237 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.

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

13. Mandatory and automatic open market bulk sale of common shares to pay applicable withholding taxes and any administrative fees upon the vesting of restricted stock units.

Remarks:

(1) Chairman, LG-Nortel JV and General Manager, WiMax

	S. Vaccaro, Attorney for Pierre David MacKinnon	06/18/2008
	** 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).
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