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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 10/29/2007 | D | 5,800 | (1) | (1) | Common Stock | 5,800 | (1) | 0 | D | ||||
| Restricted Stock Units (Deferred Fee Plan) | (2) | 10/29/2007 | D | 2,143.04 | (2) | (2) | Common Stock | 2,143.04 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 51 | 10/29/2007 | D | 14,444 | 05/08/2003 | 05/08/2012 | Common Stock | 14,444 | (3) | 0 | D | ||||
| Phantom Stock Units (Deferred Fee Plan) | (4) | 10/29/2007 | D | 1,923.67 | (4) | (4) | Common Stock | 1,923.67 | (4) | 0 | D | ||||
| Phantom Stock Units (Deferred Compensation Plan) | (5) | 10/29/2007 | D | 1,659.89 | (5) | (5) | Common Stock | 1,659.89 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEST TOGO D JR 55 EAST CAMPERDOWN WAY GREENVILLE, SC 29601 |
X | |||
| /s/ Togo D. West, Jr. | 10/31/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Assumed by AbitibiBowater in the combination of Bowater Incorporated and Abitibi-Consolidated Inc. (the "Combination"), effected on October 29, 2007, 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. AbitibiBowater common stock had a market value of $36.77 per share on the effective date of the Combination. 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. |
| (2) | 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. |
| (3) | 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 $98.0769 per share. |
| (4) | 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. |
| (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. 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. |