X0201 4 2003-07-28 0 0000072911 NORTEL NETWORKS CORP NT 0001234080 GIAMATTEO JOHN JOSEPH C/O NORTEL NETWORKS CORPORATION 8200 DIXIE DRIVE ROAD, SUITE 100 BRAMPTON A6 L6T 5P6 0 1 0 0 President, Asia Pacific Common Shares 2003-07-28 4 A 0 87825 A 126425 D Common Shares 2003-07-29 4 F 0 62175 2.92 D 126425 D Investment Fund Units Common Shares 31730.58 106536.29 D Investment Fund Units Common Shares 3635.93 12207.72 I Held by spouse, Stephanie Sfiroudis 01/29/98 Grant of Options (8,000 options outstanding) 11.29 2008-01-28 Common Shares 8000 8000 D 03/31/99 Grant of Options (6,000 options outstanding) 15.64 2009-03-30 Common Shares 6000 6000 D 09/23/99 Grant of Options (4,000 options outstanding) 23.9700 2009-09-22 Common Shares 4000 4000 D 01/29/02 Grant of Options (2,666 options outstanding) 7.1600 2009-12-15 Common Shares 2666 2666 D 01/29/02 Grant of Options (13,333 options outstanding) 7.1600 2010-01-26 Common Shares 13333 13333 D 01/29/02 Grant of Options (3,333 options outstanding) 7.1600 2010-06-08 Common Shares 3333 3333 D 01/29/02 Grant of Options (13,333 options outstanding) 7.16 2010-07-26 Common Shares 13333 13333 D 01/29/02 Grant of Options (13,333 options outstanding) 7.1600 2011-01-24 Common Shares 13333 13333 D 02/28/02 Grant of Options (100,000 options outstanding) 5.1500 2012-02-27 Common Shares 100000 100000 D Common shares of Nortel Networks Corporation ("NNC") delivered to the participant pursuant to Nortel Networks Limited Restricted Stock Unit Plan as amended (the "RSU Plan") in settlement of restricted stock units. Each restricted stock unit entitled the holder to receive one NNC common share. The cash equivalent of 62,175 common shares of NNC valued at $2.92 U.S. per share was withheld by Nortel Networks Limited to meet certain tax withholding obligations. 106,536.29 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 "Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of July 25, 2003. The Stock Fund invests primarily in NNC common shares. As of July 25, 2003, the participant's company stock fund units represent approximately 31,730.58 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. 12,207.72 company stock fund units are held by a member of Mr. Giamatteo's immediate family residing in his household as a result of contributions, vested company contributions and/or investment earnings thereon invested in the company stock fund (the "Stock Fund") pursuant to the Nortel Networks Long-Term Investment Plan (the "U.S. Investment Plan") as of July 25, 2003. The Stock Fund invests primarily in Nortel Networks Corporation common shares. As of July 25, 2003, the company stock fund units represents approximately 3,635.93 in equivalent common shares of Nortel Networks Corporation. The U.S. Investment Plan is administered as a unitized fund by Bankers Trust Service Network and the number of shares represented by each unit fluctuates on a daily basis. Mr. Giamatteo disclaims beneficial ownership of such shares. The reported options were granted pursuant to the Nortel Networks Corporation 1986 Stock Option Plan As Amended and Restated (the "1986 Stock Option Plan"). The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. The reported options are currently vested. The reported options are currently vested as to 8,888 NNC common shares and will vest as to the remaining 4,445 NNC common shares on January 25, 2004. The reported options are currently vested as to 33,333 NNC common shares and will vest as to 33,333 NNC common shares on February 28, 2004 and as to 33,334 NNC common shares on February 28, 2005. Tracy S.J. Connelly, Attorney for John Joseph Giamatteo 2003-07-30