Statement of Changes in Beneficial Ownership (4)
March 03 2023 - 05:02PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Benson
Randall C |
2. Issuer Name and Ticker or Trading
Symbol Resolute Forest Products Inc. [ RFP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
1010 DE LA GAUCHETIERE STREET WEST, SUITE 400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2023
|
(Street)
MONTREAL, A8 H3B 2N2
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
3/1/2023 |
|
D |
|
24800 (1) |
D |
(1) |
0 |
I |
By R&J Benson Investments
Ltd. |
Common Stock |
3/1/2023 |
|
D |
|
8134 (1) |
D |
(1) |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
106386.5 |
(2) |
(2) |
Common Stock |
106386.5 |
(2) |
0 |
D |
|
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
4461 |
(2) |
(2) |
Common Stock |
4461 |
(2) |
0 |
D |
|
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
9352 |
(2) |
(2) |
Common Stock |
9352 |
(2) |
0 |
D |
|
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
8091 |
(2) |
(2) |
Common Stock |
8091 |
(2) |
0 |
D |
|
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
23734 |
(2) |
(2) |
Common Stock |
23734 |
(1) |
0 |
D |
|
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
9822.69 |
(2) |
(2) |
Common Stock |
9822.69 |
(2) |
0 |
D |
|
Deferred Stock Units |
(2) |
3/1/2023 |
|
D |
|
|
9603 |
(2) |
(2) |
Common Stock |
9603 |
(2) |
0 |
D |
|
Dividend Equivalent Units |
(3) |
3/1/2023 |
|
D |
|
|
1430.36 |
(3) |
(3) |
Common Stock |
1430.36 |
(3) |
0 |
D |
|
Dividend Equivalent Units |
(3) |
3/1/2023 |
|
D |
|
|
813 |
(3) |
(3) |
Common Stock |
813 |
(3) |
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 Deferred Stock Unit
("DSU") represents the right to receive the economic equivalent of
one share of Company common stock. The DSUs credited to the
reporting person's account were to be settled in cash after the
earliest of (i) death, (ii) disability or (iii) December 15 of the
year following the year of the reporting person's termination of
service to the Company. Pursuant to the terms of the Merger
Agreement, each DSU that was outstanding as of immediately prior to
the Effective Time (as defined in the Merger Agreement), whether
vested or unvested (including any corresponding dividend
equivalents), was cancelled and converted into the right to receive
(a) a cash payment equal to the Cash Consideration and (b) one
CVR. |
(3) |
Each Dividend Equivalent
Units ("DEUs") represents additional DSUs resulting from
adjustments pursuant to the Company's incentive plans and were to
be settled in cash after the earliest of (i) death, (ii) disability
or (iii) December 15 of the year following the year of the
reporting person's termination of service to the Company. Pursuant
to the terms of the Merger Agreement, each DSU that was outstanding
as of immediately prior to the Effective Time, whether vested or
unvested (including any corresponding dividend equivalents), was
cancelled and converted into the right to receive (a) a cash
payment equal to the Cash Consideration and (b) one
CVR. |
Remarks:
This Form 4 corrects prior administrative errors. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Benson Randall C
1010 DE LA GAUCHETIERE STREET WEST
SUITE 400
MONTREAL, A8 H3B 2N2 |
X |
|
|
|
Signatures
|
/s/ Stephanie Leclaire, as
attorney-in-fact |
|
3/3/2023 |
**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 control number. |
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