SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Poole Russell C.

(Last)

(First)

(Middle)

NOVELL, INC.

404 WYMAN STREET, SUITE 500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2009

3. Issuer Name and Ticker or Trading Symbol
NOVELL INC [ NOVL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Human Resources

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2009

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	12,546	D
Common Stock⁽²⁾	7,222	D
Common Stock⁽³⁾	2,115	D
Common Stock⁽⁴⁾	336	D
Common Stock⁽⁵⁾	72	D
Common Stock⁽⁶⁾	121	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁷⁾	01/07/2012	Common Stock	9,000	$10.68	D
Stock Option (right to buy)	⁽⁸⁾	03/30/2013	Common Stock	6,250	$5.55	D

Explanation of Responses:

1. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on June 12, 2007. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in two equal installments on June 12, 2010 and June 12, 2011.

2. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on June 3, 2008. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in three equal installments on June 3, 2010, June 3, 2011 and June 3, 2012.

3. These units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service with the company.

4. If the reporting person remains with the company until January 1, 2010, these units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company. If the reporting person's service with the company terminates prior to January 1, 2010, these units of phantom stock will be forfeited.

5. If the reporting person remains with the company until January 1, 2011, these units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company. If the reporting person's service with the company terminates prior to January 1, 2011, these units of phantom stock will be forfeited.

6. If the reporting person remains with the company until January 1, 2012, these units of phantom stock will be converted into an equal number of shares of Novell common stock upon the reporting person's termination of service from the company. If the reporting person's service with the company terminates prior to January 1, 2012 these units of phantom stock will be forfeited.

7. The option vested 25% on January 7, 2005, and vested 2.0833% monthly thereafter, and is now fully vested.

8. The option vested 25% on March 30, 2006, and vested 2.0833% monthly thereafter, and is now fully vested.

Remarks:

	/s/ Elspeth Grant Pruett/Attorney-in-fact	11/24/2009
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.