Resolute Forest Products Form 4 / Stephanie Leclaire ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Leclaire Stephanie

(Last)

(First)

(Middle)

1010 DE LA GAUCHETIERE STREET WEST

SUITE 400

(Street)

MONTREAL

H3B 2N2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Resolute Forest Products Inc. [ RFP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2023		D		8,280⁽¹⁾	D	⁽¹⁾	0	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$15.66	03/01/2023		D			11,809	⁽²⁾	11/05/2023	Common Stock	11,809	⁽²⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2023		D			6,993	⁽³⁾	⁽³⁾	Common Stock	6,993	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2023		D			5,061	⁽³⁾	⁽³⁾	Common Stock	5,061	⁽³⁾	0	D
Restricted Stock Units	⁽⁴⁾	03/01/2023		D			9,268	⁽⁴⁾	⁽⁴⁾	Common Stock	9,268	⁽⁴⁾	0	D
Performance Share Units	⁽⁵⁾	03/01/2023		D			35,692	⁽⁵⁾	⁽⁵⁾	Common Stock	35,692	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of for $20.50 (?Cash Consideration?) and one contractual contingent value right (?CVR?) per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 5, 2022, by and among, Resolute Forest Products Inc. (the ?Company?), Domtar Corporation, Terra Acquisition Sub Inc., Karta Halten B.V., Pearl Merger Sub Inc. and Paper Excellence B.V., (the "Merger Agreement"). A CVR entitles the reporting person to receive a pro rata portion of all amounts of refunds received, if any, by the Company or any of its subsidiaries or permitted assignees, in respect of approximately $500 million of deposits on estimated softwood lumber duties paid by the Company through June 30, 2022, including interest paid by any applicable government authority net of certain expenses and of applicable tax and withholding.

2. Each option, which vested in four equal annual installments on each anniversary of November 6, 2014, was canceled in the Merger in exchange for (1) a cash payment equal to the excess of the Cash Consideration over the exercise price of the option, and (2) one CVR per share. Each option for which, as of the Effective Time (as defined in the Merger Agreement), the exercise price was greater than or equal to the Cash Consideration was cancelled without any consideration being payable in respect thereof.

3. Each RSU represents the right to receive the economic equivalent of one share of Company common stock in cash upon settlement. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, other than a RSU granted in or after November 2022 in accordance with the Merger Agreement, was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR.

4. Each RSU represents the right to receive the economic equivalent of one share of Company common stock. The RSUs awarded to the reporting person on January 1, 2023 were to vest, and settle in cash, in four equal annual installments beginning on December 1, 2023 (subject to earlier settlement in certain circumstances), and further subject to the applicable provisions of the Merger Agreement. Pursuant to the terms of the Merger Agreement, each RSU that was granted in or after November 2022 and was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR, provided that the amounts payable are subject to the original vesting dates provided for in the award agreement governing the RSU and to accelerated vesting upon certain qualifying terminations as further provided in the applicable award agreement.

5. Each Performance Share Unit (?PSU?) represents the right to receive the economic equivalent of one share of Company common stock in cash upon settlement. Pursuant to the Merger Agreement, each PSU that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, became fully vested and was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR, subject to the applicable provisions of the Merger Agreement.

	/s/ Isabelle Papillon, as attorney-in-fact	03/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Resolute Forest Products (RFP) Form 4Resolute Forest Products / Stephanie Leclaire ownership change