SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
STEELHEAD PARTNERS LLC

(Last) (First) (Middle)
333 108TH AVE. NE

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2011
3. Issuer Name and Ticker or Trading Symbol
AbitibiBowater Inc. [ ABH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2011
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 9,713,979 I See footnotes(1)(2)(3)(4)(5)(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
STEELHEAD PARTNERS LLC

(Last) (First) (Middle)
333 108TH AVE. NE

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JOHNSTON JAMES MICHAEL

(Last) (First) (Middle)
333 108TH AVE. NE

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLEIN BRIAN KATZ

(Last) (First) (Middle)
333 108TH AVE. NE

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
Explanation of Responses:
1. The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
2. 9,516,824 shares of common stock reported in Table I on this amended Form 3 and the 3,000,000 shares underlying the forward buy contract reported in Table II on the original Form 3 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). The balance of the shares reported on this amended Form 3 is beneficially held by certain other investment limited partnerships and client accounts, none of which, other than Steelhead Navigator, is itself the beneficial owner of more than 10% of the issuer's common stock (collectively with Steelhead Navigator, the "Funds").
3. Steelhead serves as the general partner and/or investment manager of the Funds. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting its holdings in the issuer's securities on a Form 3 filed concurrently herewith. Each of Steelhead, Mr. Johnston, Mr. Klein and the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
4. Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 3 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 3 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or the Funds form a group within the meaning of Rule 16a-1(a)(1).
5. The shares of the issuer's common stock reported in Table I on this amended Form 3 were either (a) issued to the Funds pursuant to the issuer's plans of reorganization (the "Plans") in connection with its creditor protection proceedings under Chapter 11 of the U.S. Bankruptcy Code and the Companies' Creditors Arrangement Act (Canada), or (b) acquired by the Funds in the open market. The issuance of the shares under the Plans is in partial consideration of the claims arising from the Funds' ownership of certain bonds, which have been canceled pursuant to the Plans. The initial distribution of the shares of the issuer's common stock to certain creditors pursuant to the Plans, including to the Funds, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the Funds, may from time to time receive additional distribution of shares of the issuer's common stock.
6. On January 6, 2012, 2,316 additional shares were distributed to the Funds pursuant to the Plans, which is the reason for this amendment to Form 3.
Remarks:
Exhibit 24 - Power of Attorney
Steelhead Partners, LLC; By: Brent Binge, General Counsel; /s/ Brent Binge 01/18/2012
/s/ Brent Binge, Attorney-In-Fact for J. Michael Johnston 01/18/2012
/s/ Brent Binge, Attorney-In-Fact for Brian K. Klein 01/18/2012
** 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 5 (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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