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 | 412 | A | (1) | 412 | D |
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 | ||||||||
Employee Stock Options (right to buy) | (2)(3)(4) | 10/29/2007 | A | 36,658 | (4) | (4) | Common Stock | 36,658 | $0 | 36,658 | D | ||||
Deferred Share Units | (5) | 10/29/2007 | A | 2,636 | (6) | (6) | Common Stock | 2,636 | $0 | 2,636 | D | ||||
Restricted Share Units | (7) | 10/29/2007 | A | 8,820 | (8) | (8) | Common Stock | 8,820 | $0 | 8,820 | D |
Explanation of Responses: |
1. The reporting person disposed of 6,582 shares of Abitibi-Consolidated Inc. ("Abitibi-Consolidated") common stock in exchange for 412 shares of AbitibiBowater Inc. ("AbitibiBowater") common stock upon consummation of the merger of Abitibi-Consolidated Inc. and Bowater Incorporated (the "Merger") pursuant to the Combination Agreement and Agreement and Plan of Merger, dated as of January 29, 2007 among AbitibiBowater, Abitibi-Consolidated, Bowater Incorporated, Alpha-Bravo Merger Sub Inc. and Bowater Canada Inc., as amended by a first amendment dated May 7, 2007 (as amended, the "Combination Agreement"). |
2. The reporting person disposed of Stock Options to purchase 585,490 shares of Abitibi-Consolidated common stock in exchange for Stock Options to purchase 36,658 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement. Options to purchase 407 shares of AbitibiBowater stock granted on 1/26/98 have a strike price of $295.80 and expire on 1/26/08. Options to purchase 620 shares of AbitibiBowater stock granted on 1/15/99 have a strike price of $230.00 and expire on 1/15/09. Options to purchase 1,928 shares of AbitibiBowater stock granted on 2/28/00 have a strike price of $214.34 and expire on 2/28/00. Options to purchase 3,023 shares of AbitibiBowater stock granted on 2/27/01 have a strike price of $187.99 and expire on 2/27/11. Options to purchase 3,757 shares of AbitibiBowater stock granted on 2/26/02 have a strike price of $212.75 and expire on 2/26/12. |
3. Options to purchase 4,696 shares of AbitibiBowater stock granted on 4/3/03 have a strike price of $175.21 and expire on 4/3/13. Options to purchase 4,070 shares of AbitibiBowater stock granted on 2/24/04 have a strike price of $166.91 and expire on 2/24/14. Options to purchase 5,635 shares of AbitibiBowater stock granted on 1/3/05 have a strike price of $97.75 and expire on 1/3/15. Options to purchase 6,261 shares of AbitibiBowater stock granted on 2/28/06 have a strike price of $64.85 and expire on 2/28/16. Options to purchase 6,261 shares of AbitibiBowater stock granted on 6/3/07 have a strike price of $52.39 and expire on 6/3/17. |
4. The options vest in four equal installments beginning one year after the grant date. |
5. The reporting person disposed of Deferred Share Units representing 42,108 shares of Abitibi-Consolidated common stock in exchange for Deferred Share Units representing 2,636 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement. Each Deferred Share Unit represents a contingent right to receive one share of AbitibiBowater Inc. common stock or the cash value thereof. |
6. Deferred Share Units will be delivered to the reporting person following termination of employment with AbitibiBowater. |
7. The reporting person disposed of Restricted Share Units representing 140,869 shares of Abitibi-Consolidated common stock in exchange for Restricted Share Units representing 8,820 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement. |
8. 2,214 Restricted Share Units representing a performance period from 10/1/04 - 9/30/07 vest on 12/31/07. 2,540 restricted share units representing a performance period from 10/1/05 - 9/30/08 vest on 12/31/08. 4,065 Restricted Share Units representing a performance period from 10/1/06 - 9/30/09 vest on 12/31/09. Vested shares will be delivered to the reporting person following vesting. |
/s/ Stephanie LeClaire, Attorney in Fact | 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. |