X0204 3/A 2011-08-12 2011-08-18 0 0001393066 AbitibiBowater Inc. ABH 0001385897 STEELHEAD NAVIGATOR MASTER, L.P. MINTFLOWER PLACE, 4TH FLOOR 8 PAR-LA-VILLE ROAD HAMILTON D0 HM 08 BERMUDA 0 0 1 0 Common Stock 9516824 D The shares of the issuer's common stock reported on this amended Form 3 were either (a) issued to the reporting person 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 reporting person in the open market. The issuance of the shares under the Plans is in partial consideration of the claims arising from the reporting person's 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 reporting person, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the reporting person, may from time to time receive additional distribution of shares of the issuer's common stock. On January 6, 2012, 2,140 additional shares were distributed to the reporting person pursuant to the Plans, which is the reason for this amendment to Form 3. Steelhead Navigator Master, L.P.; By: Steelhead Partners, LLC, its Investment Manager; By: Brent Binge, General Counsel; /s/ Brent Binge 2012-01-18