SEC FORM 4

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^*

VACHON JACQUES P

(Last)

(First)

(Middle)

C/O ABITIBIBOWATER INC.

1155 METCALFE STREET, SUITE 800

(Street)

MONTREAL

H3B 5H2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AbitibiBowater Inc. [ ABH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP,Corp.Aff/Chief Legal Cns

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2007		A		275	A	⁽¹⁾	275	D
Common Stock	10/29/2007		A		47	A	⁽²⁾	322	I	By wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	10/29/2007		A		30,760		⁽⁵⁾	⁽⁵⁾	Common Stock	30,760	$0	30,760	D
Deferred Share Units	⁽⁶⁾	10/29/2007		A		1,397		⁽⁷⁾	⁽⁷⁾	Common Stock	1,397	$0	1,397	D
Restricted Share Units	⁽⁸⁾	10/29/2007		A		6,297		⁽⁹⁾	⁽⁹⁾	Common Stock	6,297	$0	6,297	D

Explanation of Responses:

1. The reporting person disposed of 4,390 shares of Abitibi-Consolidated Inc. ("Abitibi-Consolidated") common stock in exchange for 275 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's spouse disposed of 750 shares of Abitibi-Consolidated common stock upon consummation of the Merger in exchange for 47 shares of AbitibiBowater common stock pursuant to the Combination Agreement.

3. The reporting person disposed of Stock Options to purchase 491,300 shares of Abitibi-Consolidated common stock in exchange for Stock Options to purchase 30,760 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement. Options to purchase 576 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 1,878 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 2,273 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 2,868 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.

4. Options to purchase 3,444 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 3,131 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 3,757 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 4,383 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 4,696 shares of AbitibiBowater stock granted on 6/3/07 have a strike price of $52.39 and expire on 6/3/17.

5. The options vest in four equal installments beginning one year after the grant date.

6. The reporting person disposed of Deferred Share Units representing 22,308 shares of Abitibi-Consolidated common stock in exchange for Deferred Share Units representing 1,397 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.

7. Deferred Share Units will be delivered to the reporting person following termination of employment with AbitibiBowater.

8. The reporting person disposed of Restricted Share Units representing 100,576 shares of Abitibi-Consolidated common stock in exchange for Restricted Share Units representing 6,297 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement.

9. 1,477 Restricted Share Units representing a performance period from 10/1/04 - 9/30/07 vest on 12/31/07. 1,778 restricted share units representing a performance period from 10/1/05 - 9/30/08 vest on 12/31/08. 3,042 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.
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