SEC Info - Pearce Harry J - ‘4’ for 9/30/08 re: Nortel Networks Corp.

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^*

PEARCE HARRY J

(Last)

(First)

(Middle)

C/O NORTEL NETWORKS CORP

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
9/30/08

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								90,600	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)
Share Units ⁽¹⁾	⁽¹⁾	9/30/08		A		1,457.364		⁽¹⁾	⁽¹⁾	Common Shares	1,457.364	$2.36 ⁽²⁾	4,410.0214	D
Share Units ⁽³⁾	⁽³⁾	9/30/08		A		15,898.5		⁽³⁾	⁽³⁾	Common Shares	15,898.5	$2.36 ⁽²⁾	36,780.4053	D

Explanation of Responses:

(1) Share units issued on the last day of the quarter under the Nortel Networks Corporation Directors' Deferred Share Compensation Plan (the "NNCDDSCP"). Pursuant to the NNCDDSCP, certain fees payable to Nortel Networks Corporation ("NNC") directors are paid in the form of NNC share units, based upon the market price of NNC common shares on the last trading day of the quarter in accordance with the NNCDDSCP. On the earliest date when a director ceases to be both (i) a member of the board of directors of NNC and (ii) employed by NNC or its subsidiaries, NNC will cause to be purchased on the open market, for delivery to the director, a number of NNC common shares equal to the number of NNC share units credited to the director's account under the NNCDDSCP.

(2) Represents the price of the share unit of $2.50 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the last trading day of the quarter in accordance with the NNCDDSCP and NNLDDSCP.

(3) Share units issued on the last day of the quarter under the Nortel Networks Limited Directors' Deferred Share Compensation Plan (the "NNLDDSCP"). Pursuant to the NNLDDSCP, certain fees payable to Nortel Networks Limited ("NNL") directors are paid in the form of NNL share units, based upon the market price of NNC common shares on the last trading day of the quarter in accordance with the NNLDDSCP. On the earliest date when a director ceases to be both (i) a member of the board of directors of NNL and (ii) employed by NNL or its subsidiaries, NNL will cause to be purchased on the open market, for delivery to the director, a number of NNC common shares equal to the number of NNL share units credited to the director's account under the NNLDDSCP.

	D.M. Parker, Attorney for Harry J. Pearce	10/2/08
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Pearce Harry J – ‘4’ for 9/30/08 re: Nortel Networks Corp.

On: Thursday, 10/2/08, at 1:12pm ET · For: 9/30/08 · As: Director · Accession #: 903423-8-791 · File #: 1-07260

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — pearce-f4_0930ex.xml/3.3