Form: 4

Statement of changes in beneficial ownership of securities

May 17, 2007

SEC Form 4
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*
Nardocci Tadeu

(Last) (First) (Middle)
3399 PEACHTREE ROAD, NE
SUITE 1500

(Street)
ATLANTA GA 30326

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Novelis Inc. [ NVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. V.P. & President S.A.
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2007
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $18.94 05/15/2007 D 992 (1) 10/18/2010 Common Stock 992 $0.00 0 D
Stock Options $19.03 05/15/2007 D 4,763 (1) 09/26/2011 Common Stock 4,763 $0.00 0 D
Stock Options $15.85 05/15/2007 D 2,977 (1) 09/25/2012 Common Stock 2,977 $0.00 0 D
Stock Options $21.49 05/15/2007 D 8,930 (1) 09/24/2013 Common Stock 8,930 $0.00 0 D
Stock Options $23.74 05/15/2007 D 18,455 (1) 09/22/2014 Common Stock 18,455 $0.00 0 D
Stock Appreciation Rights $25.53 05/15/2007 D 32,650 (2) 10/25/2013 Common Stock 32,650 $0.00 0 D
Phantom Units $44.93 05/15/2007 D 14,400 (3) (3) Common Stock 14,400 $0.00 0 D
Explanation of Responses:
1. Pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company?s outstanding common shares, each option was cancelled in exchange for cash equal to $44.93 less the exercise price multiplied by the number of shares subject to each option grant.
2. The Stock Appreciation Rights were disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company's outstanding common shares. Each Stock Appreciation Right was cancelled in exchange for cash equal to $44.93 less the strike price multiplied by the number of shares subject to each Stock Appreciation Right grant.
3. 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 were disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company?s outstanding common shares at a price of $44.93 per share. Accordingly, all issuer shares held by Reporting Person were disposed.
Remarks:
/s/ Christopher Courts, Attorney-in-Fact 05/17/2007
** 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 Number.