SEC FORM 4

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^*

PATERSON DAVID J

(Last)

(First)

(Middle)

1155 METCALFE STREET, SUITE 800

(Street)

MONTREAL

H3B 5H2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AbitibiBowater Inc. [ ABH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2007		A		24,287	A	⁽¹⁾	24,287	D
Common Stock	10/29/2007		A		358.2189⁽²⁾	A	⁽¹⁾	358.2189⁽²⁾	I	401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	10/29/2007		A		28,184		⁽⁴⁾	03/23/2017	Common Stock	28,184	⁽⁵⁾	28,184	D
Restricted Stock Units	$53.5962	10/29/2007		A		24,238		⁽⁶⁾	01/30/2017	Common Stock	24,238	⁽⁵⁾	23,238	D
Stock Option (right to buy)	$53.5962	10/29/2007		A		24,483		⁽⁷⁾	01/30/2017	Common Stock	24,483	⁽⁸⁾	24,483	D
Stock Option (right to buy)	$52.7404	10/29/2007		A		43,334		05/01/2009	05/01/2016	Common Stock	43,334	⁽⁸⁾	43,334	D
Stock Option (right to buy)	$52.7404	10/29/2007		A		43,333		05/01/2008	05/01/2016	Common Stock	43,333	⁽⁸⁾	43,333	D
Stock Option (right to buy)	$52.7404	10/29/2007		A		43,333		05/01/2007	05/01/2016	Common Stock	43,333	⁽⁸⁾	43,333	D

Explanation of Responses:

1. Received pursuant to the combination of Bowater Incorporated and Abitibi-Consolidated Inc. (the "Combination"), effected on October 29, 2007. Each share of Bowater common stock was exchanged for 0.52 of a share of AbitibiBowater common stock. On the last trading day preceding the effective date of the Combination the closing price of Bowater's common stock was $19.15 per share, and on the effective date of the Combination the closing price of AbitibiBowater's common stock was $36.77 per share.

2. Represents all securities acquired by the reporting person under the Bowater Incorporated Savings Plan as of October 26, 2007. Additional securities may have been accrued to the reporting person's account since that date.

3. Each Restricted Stock Unit represents a contingent right to receive on share of AbitibiBowater common stock.

4. These Restricted Stock Units will vest on a pro-rata basis upon the achievement of certain amounts of documented synergies during the two year period following the consummation of the Combination. For example, the reporting person would receive the maximum of 28,814 shares for the achievement of $300 million or more in synergies, 23,452 shares for the achievement of $250 million in synergies and 18,772 shares for the achievement of $200 million in synergies.

5. Received in the Combination in exchange for restricted stock units that represented a contingent right to receive an amount of Bowater common stock equal to the number of shares of AbitibiBowater common stock subject to the Restricted Stock Units divided by 0.52.

6. These Restricted Stock Units vest in three equal annual installments beginning January 30, 2007.

7. These Stock Options vest in three equal annual installments beginning January 30, 2007.

8. Received in the Combination in exchange for stock options that represented a right to purchase an amount of Bowater common stock equal to the number of shares of AbitibiBowater common stock subject to the Stock Options divided by 0.52. The exercise price for the replaced stock options is determined by multiplying the existing exercise price by 0.52.

	/s/ David J. Paterson	10/31/2007
	** 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).
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