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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 | $ 27.87 | 10/29/2007 | D | 8,565 | (3) | 01/30/2017 | Common Stock | 8,565 | (4) | 0 | D | ||||
| Restricted Stock Units | $ 26.35 | 10/29/2007 | D | 7,906 | 01/01/2008 | 05/10/2016 | Common Stock | 7,906 | (4) | 0 | D | ||||
| Restricted Stock Units | (5) | 10/29/2007 | D | 1,300 | 01/24/2009 | 05/10/2016 | Common Stock | 1,300 | (4) | 0 | D | ||||
| Restricted Stock Units | (5) | 10/29/2007 | D | 1,300 | (6) | 05/10/2016 | Common Stock | 1,300 | (4) | 0 | D | ||||
| Stock Options (right to buy) | $ 27.87 | 10/29/2007 | D | 4,580 | (7) | 01/30/2017 | Common Stock | 4,580 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 26.35 | 10/29/2007 | D | 5,020 | 01/24/2009 | 05/10/2016 | Common Stock | 5,020 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 37.295 | 10/29/2007 | D | 10,000 | 01/25/2006 | 01/25/2015 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 45.02 | 10/29/2007 | D | 10,000 | 01/27/2005 | 01/27/2014 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 40.74 | 10/29/2007 | D | 10,000 | 01/28/2004 | 01/28/2013 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 47.025 | 10/29/2007 | D | 10,000 | 01/29/2003 | 01/29/2012 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 51.93 | 10/29/2007 | D | 10,000 | 09/25/2002 | 01/30/2011 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 48 | 10/29/2007 | D | 10,000 | (9) | 01/25/2010 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $ 48.9688 | 10/29/2007 | D | 10,000 | (9) | 01/27/2008 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Stock Appreciation Rights | $ 54.84 | 10/29/2007 | D | 21,200 | (10) | 05/10/2010 | Common Stock | 21,200 | (11) | 0 | D | ||||
| Stock Appreciation Rights | $ 39.78 | 10/29/2007 | D | 1,000 | (10) | 02/22/2009 | Common Stock | 1,000 | (11) | 0 | D | ||||
| Stock Appreciation Rights | $ 41.031 | 10/29/2007 | D | 10,000 | (10) | 01/26/2009 | Common Stock | 10,000 | (11) | 0 | D | ||||
| Phantom Stock Units | (12) | 10/29/2007 | D | 909.6136 (13) | (12) | (12) | Common Stock | 909.6136 (13) | (12) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Morris William 55 EAST CAMPERDOWN WAY GREENVILLE, SC 29601 |
VP & President, C&SP Division | |||
| /s/ William Morris | 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) | 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) | 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 date. |
| (3) | These Restricted Stock Units vest in three equal annual installments beginning January 30, 2007. |
| (4) | Assumed by AbitibiBowater in the Combination and replaced with restricted stock units representing a contingent right to receive 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. |
| (5) | Each Restricted Stock Unit represents a contingent right to receive one share of Bowater common stock. |
| (6) | These Restricted Stock Units vest January 24, 2009 or in the event of involuntary termination without cause. If Bowater 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 Bowater 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. |
| (7) | These Stock Options vest in three equal annual installments beginning January 30, 2007. |
| (8) | 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. The exercise price of the replacement stock options is determined by dividing the existing exercise price by 0.52. |
| (9) | These Stock Options are exercisable. |
| (10) | These Stock Appreciation Rights are exercisable. |
| (11) | Received in the Combination in exchange for 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 divided by 0.52. |
| (12) | 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 upon the reporting person's retirement, death, disability, or other termination of employment. |
| (13) | 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. |