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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AbitibiBowater Inc. [ ABH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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 | ||||||
Common Stock | 10/29/2007 | A | 1,567 | A | (1) | 1,567 | D | |||
Common Stock | 10/29/2007 | A | 250.4724(2) | A | (1) | 250.4724(2) | I | 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | $53.2692 | 10/29/2007 | A | 1,878 | (2) | 02/07/2017 | Common Stock | 1,878 | (4) | 1,878 | D | ||||
Restricted Stock Units | $53.5962 | 10/29/2007 | A | 4,454 | (4) | 01/30/2017 | Common Stock | 4,454 | (4) | 4,454 | D | ||||
Restricted Stock Units | $50.6731 | 10/29/2007 | A | 2,911 | 01/01/2008 | 05/10/2016 | Common Stock | 2,911 | (4) | 2,911 | D | ||||
Restricted Stock Units | (6) | 10/29/2007 | A | 676 | 01/24/2009 | 05/10/2016 | Common Stock | 676 | (4) | 676 | D | ||||
Restricted Stock Units | (6) | 10/29/2007 | A | 676 | (7) | 05/10/2016 | Common Stock | 676 | (4) | 676 | D | ||||
Stock Options (right to buy) | $53.5962 | 10/29/2007 | A | 2,382 | (8) | 01/30/2017 | Common Stock | 2,382 | (9) | 2,382 | D | ||||
Stock Options (right to buy) | $50.6731 | 10/29/2007 | A | 2,610 | 01/24/2009 | 05/10/2016 | Common Stock | 2,610 | (9) | 2,610 | D | ||||
Stock Options (right to buy) | $71.7212 | 10/29/2007 | A | 7,800 | 01/25/2006 | 01/25/2015 | Common Stock | 7,800 | (9) | 7,800 | D | ||||
Stock Options (right to buy) | $86.5769 | 10/29/2007 | A | 7,800 | 01/27/2005 | 01/27/2014 | Common Stock | 7,800 | (9) | 7,800 | D | ||||
Stock Options (right to buy) | $78.3462 | 10/29/2007 | A | 7,800 | 01/28/2004 | 01/28/2013 | Common Stock | 7,800 | (9) | 7,800 | D | ||||
Stock Options (right to buy) | $90.4327 | 10/29/2007 | A | 7,800 | 01/29/2003 | 01/29/2012 | Common Stock | 7,800 | (9) | 7,800 | D | ||||
Stock Options (right to buy) | $99.8654 | 10/29/2007 | A | 7,800 | 01/30/2002 | 01/30/2011 | Common Stock | 7,800 | (9) | 7,800 | D | ||||
Stock Options (right to buy) | $92.3077 | 10/29/2007 | A | 7,800 | 01/25/2001 | 01/25/2010 | Common Stock | 7,800 | (9) | 7,800 | D | ||||
Stock Appreciation Rights | $105.4615 | 10/29/2007 | A | 4,888 | 05/10/2001 | 05/10/2010 | Common Stock | 4,888 | (10) | 4,888 | D | ||||
Stock Appreciation Rights | $85.6971 | 10/29/2007 | A | 7,800 | 03/15/2000 | 03/15/2009 | Common Stock | 7,800 | (10) | 7,800 | D | ||||
Phantom Stock Units | (11) | 10/29/2007 | A | 438.8569(12) | (11) | (11) | Common Stock | 438.8569(12) | (11) | 438.8569(12) | 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 accrued to the reporting person's account since that time. |
4. Received in the Combination in exchange for restricted stock units that represent 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 multiplied by 0.52. |
6. Each Restricted Stock Unit represents a contingent right to receive one share of Bowater common stock. |
7. These Restricted Stock Units vest January 24, 2009 or in the event of involuntary termination without cause. If AbitibiBowater has cumulative positive earnings per share during the three-year period beginning January 1, 2006 and ending December 31, 2008, the total awards will vest. If AbitibiBowater has positive earnings per share for any one calendar year during the three-year period, one-third of the respective award will vest for each such year. |
8. Stock Options vest in three equal annual installments beginning January 30, 2007. |
9. 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 multiplied by 0.52. The exercise price of the replacement stock options is adjusted by dividing the existing exercise price by 0.52. |
10. Assumed by AbitibiBowater in the Combination and replaced with stock appreciation rights 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 Appreciation Rights multiplied by 0.52. |
11. Received in the Combination in exchange for phantom stock units 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 Phantom Stock Units multiplied by 0.52. Each Phantom Stock Unit is the economic equivalent of one share of Bowater common stock and becomes payable in cash upon the reporting person's retirement, death, disability, or other termination of employment. |
12. Represents all securities acquired by the reporting person under the Bowater Incorporated Compensatory Benefits Plan as of October 26, 2007. Additional securities may have accrued to the reporting person's account since that date. |
/s/ James T. Wright | 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). | ||
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. |