3: Initial statement of beneficial ownership of securities
Published on March 9, 2006
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/27/2006 |
3. Issuer Name and Ticker or Trading Symbol
Novelis Inc. [ NVL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 Shares(1) | 25,000 | D |
| 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) | ||
|---|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Share Options | (2) | 08/01/2012 | Common Shares | 134,939 | 23.96 | D | |
| Employee Share Options | (3) | 09/22/2014 | Common Shares | 155,974 | 23.74 | D | |
| Employee Share Options | (3) | 09/25/2012 | Common Shares | 25,730 | 15.85 | D | |
| Employee Share Options | (3) | 09/24/2013 | Common Shares | 71,438 | 21.49 | D | |
| Phantom Units | (4) | (4) | Common Shares | 21,372.0723 | (4) | D | |
| Phantom Units | (5) | (5) | Common Shares | 23,750 | (5) | D | |
| Explanation of Responses: |
| 1. Issuer lost its foreign private issuer status as of February 27, 2006 and therefore became subject to Section 16 of the Securities Exchange Act of 1934. |
| 2. Option has vested as to 75% of the shares subject of the grant and will vest as to the remaining shares in accordance with the following schedule: 1/3 of the remaining unvested shares will vest on 01/06/07; 1/2 of the remaining unvested shares after 01/06/07 will vest on 01/06/08 and the option will become fully vested as to all shares on 01/06/09. |
| 3. Option has vested as to 25% of the shares subject of the grant and will vest as to the remaining shares in accordance with the following schedule: 1/3 of the remaining unvested shares will vest on 01/06/07; 1/2 of the remaining unvested shares after 01/06/07 will vest on 01/06/08 and the option will become fully vested as to all shares on 01/06/09. |
| 4. The phantom units were awarded under the Alcan, Inc. Total Shareholder Return Performance Plan ("TSR Plan"), prior to the issuer's separation from Alcan, Inc., and the obligations were assumed by the issuer. Each phantom unit is equivalent to one Novelis common share. Phantom units will be paid only in cash on October 1, 2006 at a value per unit equal to the closing price of Novelis common shares as determined under the TSR Plan. |
| 5. The phantom units were awarded under the Novelis Founders Performance Award Plan ("Founders Plan"). The share price improvement targets were achieved with respect to the units reported and each unit is equivalent to one Novelis common share. The phantom units are payable only in cash at a value per unit equal to the closing price of Novelis common shares as determined under the Founders Plan. |
| Remarks: |
| /s/ Christopher Courts, Attorney-in-Fact | 03/09/2006 | |
| ** 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.