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NORTEL NETWORKS CORP·4

Mar 22, 5:29 PM ET

NORTEL NETWORKS CORP 4

4 · NORTEL NETWORKS CORP · Filed Mar 22, 2007

Insider Transaction Report

Form 4
Period: 2007-03-21
NORTEL NETWORKS CORPNT
MacKinnon Pierre David
(1) See Remarks
Transactions
  • Award

    Common Shares

    [F1]
    2007-03-21+8,700→ 8,700 total
  • Award

    03/21/2007 Grant of Options

    [F5][F6]
    2007-03-21+17,300→ 17,300 total
    Exercise: $25.82Exp: 2017-03-20→ Common Shares (17,300 underlying)
Holdings

  • Common Shares

    [F2]
    7,500

  • Common Shares

    [F3]
    9,859

  • Common Shares

    [F4]
    13,123

  • 06/14/2006 Grant of Options

    [F5][F7][F6]
    Exercise: $21.20Exp: 2016-06-13→ Common Shares (12,500 underlying)
    12,500

  • Investment Fund Units

    [F8]
    → Common Shares (2,178.556 underlying)
    73,985.658

  • Investment Fund Units

    [F3][F9]
    → Common Shares
    602.186

  • 01/29/98 Grant of Options

    [F10][F12][F11]
    Exercise: $112.88Exp: 2008-01-28→ Common Shares (2,000 underlying)
    2,000

  • 01/28/99 Grant of Options

    [F10][F13][F11]
    Exercise: $155.31Exp: 2009-01-27→ Common Shares (2,800 underlying)
    2,800

  • 01/29/02 Grant of Options

    [F10][F11]
    Exercise: $71.60Exp: 2010-01-26→ Common Shares (2,666 underlying)
    2,666

  • 01/29/02 Grant of Options

    [F10][F11]
    Exercise: $71.60Exp: 2010-03-09→ Common Shares (4,000 underlying)
    4,000

  • 01/29/02 Grant of Options

    [F14][F11]
    Exercise: $71.60Exp: 2011-01-24→ Common Shares (2,666 underlying)
    2,666

  • 02/28/02 Grant of Options

    [F10][F11]
    Exercise: $51.50Exp: 2012-02-27→ Common Shares (8,000 underlying)
    8,000

  • 09/07/2005 Grant of Options

    [F10][F6]
    Exercise: $31.80Exp: 2015-09-06→ Common Shares (62,500 underlying)
    62,500
Footnotes (14)
  • [F1]Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on March 21, 2008 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding.
  • [F10]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 number of outstanding options, underlying shares and the exercise price have been adjusted to reflect the 1-for-10 share consolidation effective December 1, 2006.
  • [F11]The reported options are currently vested.
  • [F12]Represents the exercise price of $165.25 Cdn. as converted into U.S. dollars using the noon rate of exchange of the Bank of Canada on the date of grant.
  • [F13]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.
  • [F14]The reported options were granted pursuant to the Nortel Networks Corporation 2000 Stock Option Plan. The number of outstanding options, underlying shares and the exercise price have been adjusted to reflect the 1-for-10 share consolidation effective December 1, 2006.
  • [F2]Restricted stock units awarded pursuant to the Nortel 2005 Stock Incentive Plan that vest in three equal annual installments beginning on June 14, 2007 and are settled in Nortel Networks Corporation common shares upon vesting, net of tax withholding. Reflects the 1-for-10 share consolidation effective December 1, 2006.
  • [F3]Reflects the 1-for-10 share consolidation effective December 1, 2006.
  • [F4]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. Reflects the 1-for-10 share consolidation effective December 1, 2006.
  • [F5]The reported options were granted pursuant to the Nortel 2005 Stock Incentive Plan.
  • [F6]The reported options vest in four equal annual installments beginning on the first anniversary of the date of grant.
  • [F7]The number of outstanding options, underlying shares and the exercise price have been adjusted to reflect the 1-for-10 share consolidation effective December 1, 2006.
  • [F8]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 March 21, 2007. The U.S. Stock Fund invests primarily in common shares of Nortel Networks Corporation ("NNC"). As at March 21, 2007 the participant's company stock fund units represent approximately 2,178.5561 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.
  • [F9]602.1856 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 Stock Fund") 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 21, 2007. 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.
Signature
T.S.J. Connelly McGilley, Attorney for Pierre David MacKinnon|2007-03-22

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