X0203 3/A 2010-12-20 2010-12-28 0 0001393066 AbitibiBowater Inc. ABH 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes Common Stock 9863175 I See footnotes 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. 9,728,027 shares of common stock reported on this Form 3 are beneficially held by Steelhead Navigator Master, L.P. ("Navigator") and the balance is beneficially held by The J.K. One Fund, L.P. ("One Fund") and Steelhead Pathfinder Master, L.P. ("Pathfinder"), neither of which, other than Navigator, is itself the beneficial owner of more than 10% of the issuer's common stock (Navigator, One Fund and Pathfinder are collectively referred herein as the "Funds"). As a greater than 10% beneficial owner, Navigator is separately reporting its holdings in the issuer's securities on a Form 3 filed concurrently herewith. Steelhead is the general partner and/or investment manager of the Funds. 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. 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). The shares of the issuer's common stock reported on this Form 3 are being 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). The issuance of these shares are 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. The number of shares reported on the original Form 3 is being amended to include 124,886 shares of the issuer's common stock that are being distributed to Navigator pursuant to the Plans and which are being processed by the issuer's transfer agent. Steelhead Partners, LLC; By: J. Michael Johnston, its Member-Manager; /s/ J. Michael Johnston 2010-12-29 J. Michael Johnston; /s/ J. Michael Johnston 2010-12-29 Brian K. Klein; /s/ Brian K. Klein 2010-12-29