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*
ROBINSON JAMES D III

(Last) (First) (Middle)
404 WYMAN STREET, SUITE 500

(Street)
WALTHAM MA 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)
04/06/2009
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)
Code V Amount (A) or (D) Price
Common Stock 04/06/2009 M 4,545 A (1) 39,296 D
Common Stock 04/06/2009 M 1,136 A (2) 40,432 D
Common Stock 04/06/2009 M 3,472 A (3) 43,904 D
Common Stock 04/06/2009 M 868 A (4) 44,772 D
Common Stock 04/06/2009 M 2,129 A (5) 46,901 D
Common Stock 04/06/2009 M 532 A (6) 47,433 D
Common Stock 04/06/2009 M 985 A (7) 48,418 D
Common Stock 04/06/2009 M 246 A (8) 48,664 D
Common Stock 04/06/2009 M 1,827 A (9) 50,491 D
Common Stock 04/06/2009 M 456 A (10) 50,947 D
Common Stock 04/06/2009 M 1,738 A (11) 52,685 D
Common Stock 04/06/2009 M 434 A (12) 53,119 D
Common Stock 04/06/2009 M 2,166 A (13) 55,285 D
Common Stock 04/06/2009 M 541 A (14) 55,826 D
Common Stock 04/06/2009 M 2,115 A (15) 57,941 D
Common Stock 04/06/2009 M 528 A (16) 58,469 D
Common Stock 04/06/2009 M 2,055 A (17) 60,524 D
Common Stock 04/06/2009 M 513 A (18) 61,037 D
Common Stock 04/06/2009 M 1,640 A (19) 62,677 D
Common Stock 04/06/2009 M 410 A (20) 63,087 D
Common Stock 04/06/2009 M 1,283 A (21) 64,370 D
Common Stock 04/06/2009 M 320 A (22) 64,690 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Equivalent(1) (23) 04/06/2009 M 4,545 04/06/2009 04/06/2009 Common Stock 4,545 $2.75 0 D
Common Stock Equivalent(2) (23) 04/06/2009 M 1,136 04/06/2009 04/06/2009 Common Stock 1,136 $0 0 D
Common Stock Equivalent(3) (23) 04/06/2009 M 3,472 04/06/2009 04/06/2009 Common Stock 3,472 $3.6 0 D
Common Stock Equivalent(4) (23) 04/06/2009 M 868 04/06/2009 04/06/2009 Common Stock 868 $0 0 D
Common Stock Equivalent(5) (23) 04/06/2009 M 2,129 04/06/2009 04/06/2009 Common Stock 2,129 $5.87 0 D
Common Stock Equivalent(6) (23) 04/06/2009 M 532 04/06/2009 04/06/2009 Common Stock 532 $0 0 D
Common Stock Equivalent(7) (23) 04/06/2009 M 985 04/06/2009 04/06/2009 Common Stock 985 $12.68 0 D
Common Stock Equivalent(8) (23) 04/06/2009 M 246 04/06/2009 04/06/2009 Common Stock 246 $0 0 D
Common Stock Equivalent(9) (23) 04/06/2009 M 1,827 04/06/2009 04/06/2009 Common Stock 1,827 $6.84 0 D
Common Stock Equivalent(10) (23) 04/06/2009 M 456 04/06/2009 04/06/2009 Common Stock 456 $0 0 D
Common Stock Equivalent(11) (23) 04/06/2009 M 1,738 04/06/2009 04/06/2009 Common Stock 1,738 $7.19 0 D
Common Stock Equivalent(12) (23) 04/06/2009 M 434 04/06/2009 04/06/2009 Common Stock 434 $0 0 D
Common Stock Equivalent(13) (23) 04/06/2009 M 2,166 04/06/2009 04/06/2009 Common Stock 2,166 $5.77 0 D
Common Stock Equivalent(14) (23) 04/06/2009 M 541 04/06/2009 04/06/2009 Common Stock 541 $0 0 D
Common Stock Equivalent(15) (23) 04/06/2009 M 2,115 04/06/2009 04/06/2009 Common Stock Equivalent 2,115 $5.91 0 D
Common Stock Equivalent(16) (23) 04/06/2009 M 528 04/06/2009 04/06/2009 Common Stock 528 $0 0 D
Common Stock Equivalent(17) (23) 04/06/2009 M 2,055 04/06/2009 04/06/2009 Common Stock 2,055 $6.08 0 D
Common Stock Equivalent(18) (23) 04/06/2009 M 513 04/06/2009 04/06/2009 Common Stock 513 $0 0 D
Common Stock Equivalent(19) (23) 04/06/2009 M 1,640 04/06/2009 04/06/2009 Common Stock 1,640 $7.62 0 D
Common Stock Equivalent(20) (23) 04/06/2009 M 410 04/06/2009 04/06/2009 Common Stock 410 $0 0 D
Common Stock Equivalent(21) (23) 04/06/2009 M 1,283 04/06/2009 04/06/2009 Common Stock 1,283 $9.74 0 D
Common Stock Equivalent(22) (23) 04/06/2009 M 320 04/06/2009 04/06/2009 Common Stock 320 $0 0 D
Explanation of Responses:
1. On May 1, 2003, the reporting person acquired 4,545 common stock equivalents under the Novell 2000 Stock Plan at a price of $2.75 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
2. In connection with the acquisition of the common stock equivalents referenced in footnote (1) above, the issuer issued the reporting person 1,136 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
3. On August 1, 2003, the reporting person acquired 3,472 common stock equivalents under the Novell 2000 Stock Plan at a price of $3.60 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
4. In connection with the acquisition of the common stock equivalents referenced in footnote (3) above, the issuer issued the reporting person 868 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
5. On November 3, 2003, the reporting person acquired 2,129 common stock equivalents under the Novell 2000 Stock Plan at a price of $5.87 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
6. In connection with the acquisition of the common stock equivalents referenced in footnote (5) above, the issuer issued the reporting person 532 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
7. On February 1, 2004, the reporting person acquired 985 common stock equivalents under the Novell 2000 Stock Plan at a price of $12.68 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
8. In connection with the acquisition of the common stock equivalents referenced in footnote (7) above, the issuer issued the reporting person 246 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
9. On August 2, 2004, the reporting person acquired 1,827 common stock equivalents under the Novell 2000 Stock Plan at a price of $6.84 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
10. In connection with the acquisition of the common stock equivalents referenced in footnote (9) above, on the issuer issued the reporting person 456 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
11. On November 1, 2004, the reporting person acquired 1,738 common stock equivalents under the Novell 2000 Stock Plan at a price of $7.19 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
12. In connection with the acquisition of the common stock equivalents referenced in footnote (11) above, the issuer issued the reporting person 434 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
13. On February 1, 2005, the reporting person acquired 2,166 common stock equivalents under the Novell 2000 Stock Plan at a price of $5.77 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
14. In connection with the acquisition of the common stock equivalents referenced in footnote (13) above, the issuer issued the reporting person 541 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
15. On May 2, 2005, the reporting person acquired 2,115 common stock equivalents under the Novell 2000 Stock Plan at a price of $5.91 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
16. In connection with the acquisition of the common stock equivalents referenced in footnote (15) above, the issuer issued the reporting person 528 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
17. On August 1, 2005, the reporting person acquired 2,055 common stock equivalents under the Novell 2000 Stock Plan at a price of $6.08 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
18. In connection with the acquisition of the common stock equivalents referenced in footnote (17) above, the issuer issued the reporting person 513 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
19. On November 1, 2005, the reporting person acquired 1,640 common stock equivalents under the Novell 2000 Stock Plan at a price of $7.62 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
20. In connection with the acquisition of the common stock equivalents referenced in footnote (19) above, the issuer issued the reporting person 410 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
21. On February 1, 2006, the reporting person acquired 1,283 common stock equivalents under the Novell 2000 Stock Plan at a price of $9.74 per common stock equivalent in lieu of a Board retainer of $12,500. Pursuant to the election of the reporting person, such common stock equivalents were converted to common stock upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
22. In connection with the acquisition of the common stock equivalents referenced in footnote (21) above, the issuer issued the reporting person 320 match common stock equivalents that, according to the terms of the Novell 2000 Stock Plan and pursuant to the election of the reporting person, vested upon the reporting person's retirement from Novell's Board of Directors on April 6, 2009.
23. Each common stock equivalent is the economic equivalent of one share of Novell common stock. Upon retirement from Novell's Board of Directors, the reporting person's common stock equivalents were settled for an equal number of shares of Novell common stock in accordance with the Novell 2000 Stock Plan.
Remarks:
One of two Forms 4 filed on this date.
/s/ Elspeth Grant Pruett/Attorney-in-fact 04/07/2009
** 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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