Statement of Changes in Beneficial Ownership (4)
March 03 2023 - 05:11PM
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
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Ouellet
Daniel |
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)
SVP Human Resources |
(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
|
141432 (1)(2)(3) |
D |
(1)(2)(3) |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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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 |
Stock Options (right to
buy) |
$15.66 |
3/1/2023 |
|
D |
|
|
3233 |
(4) |
11/6/2023 |
Common Stock |
3233 |
(4) |
0 |
D |
|
Restricted Stock Units |
(5) |
3/1/2023 |
|
D |
|
|
8631 |
(5) |
(5) |
Common Stock |
8631 |
(5) |
0 |
D |
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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) |
Includes Restricted Stock
Units (?RSU?), each representing a contingent right to receive one
share of Company common stock. Pursuant to the Merger Agreement,
each RSU that was outstanding as of immediately prior to the
Effective Time (as defined in the Merger Agreement), whether vested
or unvested, was cancelled and converted into the right to receive
(a) a cash payment equal to the Cash Consideration and (b) one
CVR. |
(3) |
Includes shares of Common
Stock earned pursuant to the satisfaction of performance criteria
for previously awarded Performance Stock Units (?PSUs?) that vested
on February 23, 2023. Pursuant to the Merger Agreement, each PSU
that was outstanding as of immediately prior to the Effective Time
(as defined in the Merger Agreement), 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. |
(4) |
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, the exercise price was greater
than or equal to the Cash Consideration was cancelled without any
consideration being payable in respect thereof. |
(5) |
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. |
Remarks:
This Form 4 corrects prior administrative errors. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Ouellet Daniel
1010 DE LA GAUCHETIERE STREET WEST
SUITE 400
MONTREAL, A8 H3B 2N2 |
|
|
SVP Human Resources |
|
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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