- Statement of Changes in Beneficial Ownership (4)
December 16 2010 - 4:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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
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1. Name and Address of Reporting Person
*
Russell Dana C
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2. Issuer Name
and
Ticker or Trading Symbol
NOVELL INC
[
NOVL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP and CFO
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(Last)
(First)
(Middle)
NOVELL, INC., 404 WYMAN STREET, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2010
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(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/14/2010
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A
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34341
(1)
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A
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$0
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410336
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D
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Common Stock
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12/14/2010
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F
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13547
(2)
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D
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$5.99
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396789
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
(3)
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$6.71
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12/14/2010
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A
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22639
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12/14/2010
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12/18/2015
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Common Stock
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22639
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$0
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45278
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D
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Stock Option (right to buy)
(4)
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$3.64
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12/14/2010
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A
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78124
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12/14/2010
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12/16/2016
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Common Stock
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78124
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$0
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78124
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Represents shares withheld to satisfy the tax liability of the reporting person upon the vesting of 34,341 shares under a Restricted Stock Unit award.
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(
3)
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On December 18, 2007, the reporting person was granted an option to purchase 90,557 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 22,639 shares.
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(
4)
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On December 16, 2008, the reporting person was granted an option to purchase 156,250 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 78,124 shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Russell Dana C
NOVELL, INC.
404 WYMAN STREET, SUITE 500
WALTHAM, MA 02451
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Senior VP and CFO
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Signatures
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/s/ Elspeth Grant Pruett/Attorney-in-fact
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12/16/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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