FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Keefe Colleen A
2. Issuer Name and Ticker or Trading Symbol

NOVELL INC [ NOVL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, GM Collab Sols/Global Svc
(Last)          (First)          (Middle)

NOVELL, INC., 404 WYMAN STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2010
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/14/2010     A    21463   (1) A $0   241511   D  
 
Common Stock   12/14/2010     F    6816   (2) D $5.99   234695   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   (3) $6.71   12/14/2010     A      15624       12/14/2010   12/18/2015   Common Stock   15624   $0   31248   D  
 
Stock Option (right to buy)   (4) $3.64   12/14/2010     A      48828       12/14/2010   12/16/2016   Common Stock   48828   $0   48828   D  
 

Explanation of Responses:
( 1)  Represents restricted stock units, granted to the reporting person on December 16, 2008, that vested on December 14, 2010, based upon satisfaction of certain predetermined performance criteria for fiscal 2010. The vested units were automatically converted into common stock on a one-for-one basis on the vesting date.
( 2)  Represents shares withheld to satisfy the tax liability of the reporting person upon the vesting of 21,463 shares under a Restricted Stock Unit award.
( 3)  On December 18, 2007, the reporting person was granted an option to purchase 62,497 shares of common stock. The option vests in four equal annual installments based on Novell's satisfaction of certain performance criteria for each of the fiscal years ending October 31, 2008, 2009, 2010 and 2011. The performance criteria for 2010 were met, resulting in the vesting of the option as to 15,624 shares.
( 4)  On December 16, 2008, the reporting person was granted an option to purchase 97,656 shares of common stock. The option vests in four equal annual installments based on Novell's satisfaction of certain performance criteria for each of the fiscal years ending October 31, 2009, 2010, 2011 and 2012. The performance criteria for 2010 were met, resulting in the vesting of the option as to 48,828 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Keefe Colleen A
NOVELL, INC.
404 WYMAN STREET, SUITE 500
WALTHAM, MA 02451


SVP, GM Collab Sols/Global Svc

Signatures
/s/ Elspeth Grant Pruett/Attorney-in-fact 12/16/2010
** 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).
** 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 control number.
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