Sec Form 4 Filing - THORSTEINSON THOR @ AbitibiBowater Inc. - 2007-10-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
THORSTEINSON THOR
2. Issuer Name and Ticker or Trading Symbol
AbitibiBowater Inc. [ ABH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP, Int'l Business
(Last) (First) (Middle)
C/O ABITIBIBOWATER INC., 1155 METCALFE STREET, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2007
(Street)
MONTREAL, A8H3B 5H2
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 10/29/2007 A 209 A 209 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) ( 2 ) ( 3 ) ( 4 ) 10/29/2007 A 34,685 ( 4 ) ( 4 ) Common Stock 34,685 $ 0 34,685 D
Deferred Share Units ( 5 ) 10/29/2007 A 3,942 ( 6 ) ( 6 ) Common Stock 3,942 $ 0 3,942 D
Restricted Share Units ( 7 ) 10/29/2007 A 8,328 ( 8 ) ( 8 ) Common Stock 8,328 $ 0 8,328 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THORSTEINSON THOR
C/O ABITIBIBOWATER INC.
1155 METCALFE STREET, SUITE 800
MONTREAL, A8H3B 5H2
Exec VP, Int'l Business
Signatures
/s/ Stephanie LeClaire, Attorney in Fact 10/31/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person disposed of 3,340 shares of Abitibi-Consolidated Inc. ("Abitibi-Consolidated") common stock in exchange for 209 shares of AbitibiBowater Inc. ("AbitibiBowater") common stock upon consummation of the merger of Abitibi-Consolidated Inc. and Bowater Incorporated (the "Merger") pursuant to the Combination Agreement and Agreement and Plan of Merger, dated as of January 29, 2007 among AbitibiBowater, Abitibi-Consolidated, Bowater Incorporated, Alpha-Bravo Merger Sub Inc. and Bowater Canada Inc., as amended by a first amendment dated May 7, 2007 (as amended, the "Combination Agreement").
( 2 )The reporting person disposed of Stock Options to purchase 553,990 shares of Abitibi-Consolidated common stock in exchange for Stock Options to purchase 34,685 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement. Options to purchase 263 shares of AbitibiBowater stock granted on 1/26/98 have a strike price of $295.80 and expire on 1/26/08. Options to purchase 394 shares of AbitibiBowater stock granted on 1/15/99 have a strike price of $230.00 and expire on 1/15/09. Options to purchase 1,578 shares of AbitibiBowater stock granted on 2/28/00 have a strike price of $214.34 and expire on 2/28/00. Options to purchase 3,023 shares of AbitibiBowater stock granted on 2/27/01 have a strike price of $187.99 and expire on 2/27/11. Options to purchase 3,757 shares of AbitibiBowater stock granted on 2/26/02 have a strike price of $212.75 and expire on 2/26/12.
( 3 )Options to purchase 4,696 shares of AbitibiBowater stock granted on 4/3/03 have a strike price of $175.21 and expire on 4/3/13. Options to purchase 4,070 shares of AbitibiBowater stock granted on 2/24/04 have a strike price of $166.91 and expire on 2/24/14. Options to purchase 4,383 shares of AbitibiBowater stock granted on 1/3/05 have a strike price of $97.75 and expire on 1/3/15. Options to purchase 6,261 shares of AbitibiBowater stock granted on 2/28/06 have a strike price of $64.85 and expire on 2/28/16. Options to purchase 6,261 shares of AbitibiBowater stock granted on 6/3/07 have a strike price of $52.39 and expire on 6/3/17.
( 4 )The options vest in four equal installments beginning one year after the grant date.
( 5 )The reporting person disposed of Deferred Share Units representing 62,955 shares of Abitibi-Consolidated common stock in exchange for Deferred Share Units representing 3,942 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement. Each Deferred Share Unit represents a contingent right to receive one share of AbitibiBowater Inc. common stock or the cash value thereof.
( 6 )Deferred Share Units will be delivered to the reporting person following termination of employment with AbitibiBowater.
( 7 )The reporting person disposed of Restricted Share Units representing 133,011 shares of Abitibi-Consolidated common stock in exchange for Restricted Share Units representing 8,328 shares of AbitibiBowater common stock upon consummation of the Merger pursuant to the Combination Agreement.
( 8 )1,722 Restricted Share Units representing a performance period from 10/1/04 - 9/30/07 vest on 12/31/07. 2,540 restricted share units representing a performance period from 10/1/05 - 9/30/08 vest on 12/31/08. 4,065 Restricted Share Units representing a performance period from 10/1/06 - 9/30/09 vest on 12/31/09. Vested shares will be delivered to the reporting person following vesting.

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