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)
55 EAST CAMPERDOWN WAY

(Street)
GREENVILLE SC 29601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOWATER INC [ BOW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, 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)
Code V Amount (A) or (D) Price
Common Stock 10/29/2007 D 46,707 D (1) 0 D
Common Stock 10/29/2007 D 688.8826(2) D (1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 10/29/2007 D 54,200 (4) 03/23/2017 Common Stock 54,200 (5) 0 D
Restricted Stock Units $27.87 10/29/2007 D 46,611 (6) 01/30/2017 Common Stock 46,611 (5) 0 D
Stock Option (right to buy) $27.87 10/29/2007 D 47,082 (7) 01/30/2017 Common Stock 47,082 (8) 0 D
Stock Option (right to buy) $27.425 10/29/2007 D 83,334 05/01/2009 05/01/2016 Common Stock 83,334 (8) 0 D
Stock Option (right to buy) $27.425 10/29/2007 D 83,333 05/01/2008 05/01/2016 Common Stock 83,333 (8) 0 D
Stock Option (right to buy) $27.425 10/29/2007 D 83,333 05/01/2007 05/01/2016 Common Stock 83,333 (8) 0 D
Explanation of Responses:
1. Disposed of 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 having a market value of $36.77 per share on the effective date of the Combination.
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 date.
3. Each Restricted Stock Unit represents a contingent right to receive one share of Bowater 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 54,200 shares for the achievement of $300 million or more in synergies, 45,100 shares for the achievement of $250 million in synergies and 36,100 shares for the achievement of $200 million in synergies.
5. Assumed by AbitibiBowater in the Combination and replaced with restricted stock units representing a contingent right to receive an amount of AbitibiBowater common stock equal to the number of shares of Bowater common stock subject to the Restricted Stock Units multiplied 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. Assumed by AbitibiBowater in the Combination and replaced with stock options to purchase an amount of AbitibiBowater common stock equal to the number of shares of Bowater common stock subject to the Stock Options multiplied by 0.52. The exercise price for the replacement stock options is determined by dividing 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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