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^*

WRIGHT JAMES T

(Last)

(First)

(Middle)

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)
	Senior VP Human Resources

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		1,567	A	⁽¹⁾	1,567	D
Common Stock	10/29/2007		A		250.4724⁽²⁾	A	⁽¹⁾	250.4724⁽²⁾	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)
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)
Restricted Stock Units	$53.2692	10/29/2007		A		1,878		⁽²⁾	02/07/2017	Common Stock	1,878	⁽⁴⁾	1,878	D
Restricted Stock Units	$53.5962	10/29/2007		A		4,454		⁽⁴⁾	01/30/2017	Common Stock	4,454	⁽⁴⁾	4,454	D
Restricted Stock Units	$50.6731	10/29/2007		A		2,911		01/01/2008	05/10/2016	Common Stock	2,911	⁽⁴⁾	2,911	D
Restricted Stock Units	⁽⁶⁾	10/29/2007		A		676		01/24/2009	05/10/2016	Common Stock	676	⁽⁴⁾	676	D
Restricted Stock Units	⁽⁶⁾	10/29/2007		A		676		⁽⁷⁾	05/10/2016	Common Stock	676	⁽⁴⁾	676	D
Stock Options (right to buy)	$53.5962	10/29/2007		A		2,382		⁽⁸⁾	01/30/2017	Common Stock	2,382	⁽⁹⁾	2,382	D
Stock Options (right to buy)	$50.6731	10/29/2007		A		2,610		01/24/2009	05/10/2016	Common Stock	2,610	⁽⁹⁾	2,610	D
Stock Options (right to buy)	$71.7212	10/29/2007		A		7,800		01/25/2006	01/25/2015	Common Stock	7,800	⁽⁹⁾	7,800	D
Stock Options (right to buy)	$86.5769	10/29/2007		A		7,800		01/27/2005	01/27/2014	Common Stock	7,800	⁽⁹⁾	7,800	D
Stock Options (right to buy)	$78.3462	10/29/2007		A		7,800		01/28/2004	01/28/2013	Common Stock	7,800	⁽⁹⁾	7,800	D
Stock Options (right to buy)	$90.4327	10/29/2007		A		7,800		01/29/2003	01/29/2012	Common Stock	7,800	⁽⁹⁾	7,800	D
Stock Options (right to buy)	$99.8654	10/29/2007		A		7,800		01/30/2002	01/30/2011	Common Stock	7,800	⁽⁹⁾	7,800	D
Stock Options (right to buy)	$92.3077	10/29/2007		A		7,800		01/25/2001	01/25/2010	Common Stock	7,800	⁽⁹⁾	7,800	D
Stock Appreciation Rights	$105.4615	10/29/2007		A		4,888		05/10/2001	05/10/2010	Common Stock	4,888	⁽¹⁰⁾	4,888	D
Stock Appreciation Rights	$85.6971	10/29/2007		A		7,800		03/15/2000	03/15/2009	Common Stock	7,800	⁽¹⁰⁾	7,800	D
Phantom Stock Units	⁽¹¹⁾	10/29/2007		A		438.8569⁽¹²⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	438.8569⁽¹²⁾	⁽¹¹⁾	438.8569⁽¹²⁾	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 the 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. 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 time.

4. Received in the Combination in exchange for restricted stock units that represent a contingent right to receive an amount of Bowater common stock equal to the number of shares of AbitibiBowater common stock subject to the Restricted Stock Units multiplied by 0.52.

6. Each Restricted Stock Unit represents a contingent right to receive one share of Bowater common stock.

7. These Restricted Stock Units vest January 24, 2009 or in the event of involuntary termination without cause. If AbitibiBowater has cumulative positive earnings per share during the three-year period beginning January 1, 2006 and ending December 31, 2008, the total awards will vest. If AbitibiBowater has positive earnings per share for any one calendar year during the three-year period, one-third of the respective award will vest for each such year.

8. Stock Options vest in three equal annual installments beginning January 30, 2007.

9. 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 multiplied by 0.52. The exercise price of the replacement stock options is adjusted by dividing the existing exercise price by 0.52.

10. Assumed by AbitibiBowater in the Combination and replaced with stock appreciation rights 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 Appreciation Rights multiplied by 0.52.

11. Received in the Combination in exchange for phantom stock units 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 Phantom Stock Units multiplied by 0.52. Each Phantom Stock Unit is the economic equivalent of one share of Bowater common stock and becomes payable in cash upon the reporting person's retirement, death, disability, or other termination of employment.

12. Represents all securities acquired by the reporting person under the Bowater Incorporated Compensatory Benefits Plan as of October 26, 2007. Additional securities may have accrued to the reporting person's account since that date.

	/s/ James T. Wright	10/31/2007
	** Signature of Reporting Person	Date
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