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^*

MENARD L JACQUES

(Last)

(First)

(Middle)

55 EAST CAMPERDOWN WAY

(Street)

GREENVILLE

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
	Officer (give title below)	Other (specify below)

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		D		2,000	D	⁽¹⁾	0	D

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	⁽²⁾	10/29/2007		D			5,800	⁽²⁾	⁽²⁾	Common Stock	5,800	⁽²⁾	0	D
Restricted Stock Units (Deferred Fee Plan)	⁽³⁾	10/29/2007		D			1,718.3	⁽³⁾	⁽³⁾	Common Stock	1,718.3	⁽³⁾	0	D
Stock Option (right to buy)	$46.925	10/29/2007		D			15,555	01/30/2003	01/30/2012	Common Stock	15,555	⁽⁴⁾	0	D
Phantom Stock Units (Deferred Fee Plan)	⁽⁵⁾	10/29/2007		D			1,909.67	⁽⁵⁾	⁽⁵⁾	Common Stock	1,909.67	⁽⁵⁾	0	D
Phantom Stock Units (Deferred Compensation Plan)	⁽⁶⁾	10/29/2007		D			4,493.6	⁽⁶⁾	⁽⁶⁾	Common Stock	4,493.6	⁽⁶⁾	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. Assumed by AbitibiBowater in the Combination and replaced with restricted stock units representing a contingent right to receive the cash value of 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. Each Restricted Stock Unit is the economic equivalent of one share of Bowater common stock and is settled in cash upon the director's ceasing to be an outside director of Bowater or other events as specified in the plan.

3. Assumed by AbitibiBowater in the Combination and replaced with restricted stock units that are the economic equivalent of 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. Each Restricted Stock Unit is the economic equivalent of one share of Bowater 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. 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 for $90.2404 per share.

5. Assumed by AbitibiBowater in the Combination and replaced with phantom stock units that are the economic equivalent of an amount of AbitibiBowater common stock equal to the number of shares of Bowater 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 at the time the director ceases to be a director after completing five years of service, death or disability or change in control.

6. Assumed by AbitibiBowater in the Combination and replaced with phantom stock units that are the economic equivalent of an amount of AbitibiBowater common stock equal to the number of shares of Bowater common stock subject to the Phantom Stock Units multiplied by 0.52. Acquired as deferred compensation for the director's annual retainer and meeting fees at a price equal to 95% of the closing price of Bowater common stock on the day of deferral. Each Phantom Stock Unit is the economic equivalent of one share of Bowater common stock and becomes payable, in cash or Bowater common stock, at the election of the director, either (a) as soon as possible after they cease to be an outside director or in a stated number of years thereafter or (b) in either five or ten installments.

	/s/ L. Jacques Menard	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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