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 | 1,040 | A | (1) | 1,040 | 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 | ||||||||
Restricted Stock Units | (2) | 10/29/2007 | A | 3,016 | (2) | (2) | Common Stock | 3,016 | (2) | 3,016 | D | ||||
Restricted Stock Units (Deferred Fee Plan) | (3) | 10/29/2007 | A | 356.08 | (3) | (3) | Common Stock | 356.08 | (3) | 356.08 | D | ||||
Stock Option (right to buy) | $85.2981 | 10/29/2007 | A | 1,040 | 01/28/2006 | 01/28/2014 | Common Stock | 1,040 | (4) | 1,040 | D | ||||
Phantom Stock Units (Deferred Fee Plan) | (5) | 10/29/2007 | A | 972.75 | (5) | (5) | Common Stock | 972.75 | (5) | 972.75 | D | ||||
Phantom Stock Units (Deferred Compensation Plan) | (6) | 10/29/2007 | A | 4,085.99 | (6) | (6) | Common Stock | 4,085.99 | (6) | 4,085.99 | 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 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. Received in the Combination in exchange for restricted stock units that represented a right to receive the cash value of 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. Each Restricted Stock Unit is the economic equivalent of one share of AbitibiBowater common stock and is settled in cash upon the director's ceasing to be an outside director of AbitibiBowater or other events as specified in the 2004 Non-Employee Director Stock Unit Plan. |
3. Received in the Combination in exchange for restricted stock units that represented a right to receive the cash value of 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. Each Restricted Stock Unit is the economic equivalent of one share of AbitibiBowater common stock and becomes payable in cash at the time the director ceases to be a director after completing five years of service, death or disability or change in control. |
4. 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 at an exercise price of $44.355 per share. |
5. Received in the Combination in exchange for phantom stock units that were the economic equivalent of an amount of Bowater common stock equal to the number of shares of AbitibiBowater common stock subject to the Phantom Stock Units divided by 0.52. Each Phantom Stock Unit is the economic equivalent of one share of AbitibiBowater common stock and becomes payable in cash at the time the director ceases to be a director after completing five years of service, death or disability or change in control. |
6. Received in the Combination in exchange for phantom stock units that were the economic equivalent of an amount of Bowater common stock equal to the number of shares of AbitibiBowater common stock subject to the Phantom Stock Units divided by 0.52. Each Phantom Stock Unit is the economic equivalent of one share of AbitibiBowater common stock and becomes payable, in cash or AbitibiBowater common stock, at the election of the director, either (a) as soon as possible after the director ceases to be an outside director or in a stated number of years thereafter or (b) in either five or ten installments. |
/s/ Richard B. Evans | 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. |