Statement of Changes in Beneficial Ownership (4)
03 Mars 2023 - 11:11PM
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
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MARTIN BRADLEY |
2. Issuer Name and Ticker or Trading Symbol
Resolute Forest Products Inc.
[
RFP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1010 DE LA GAUCHETIERE STREET WEST, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2023 |
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(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/1/2023 | | D | | 51026 (1)(2) | D | (1)(2) | 0 | D | |
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 |
| Deferred Stock Units | (3) | 3/1/2023 | | D | | | 412452.11 | (3) | (3) | Common Stock | 412452.11 | (3) | 0 | D | |
| Deferred Stock Units | (3) | 3/1/2023 | | D | | | 4461 | (3) | (3) | Common Stock | 4461 | (3) | 0 | D | |
| Deferred Stock Units | (3) | 3/1/2023 | | D | | | 8091 | (3) | (3) | Common Stock | 8091 | (3) | 0 | D | |
| Deferred Stock Units | (3) | 3/1/2023 | | D | | | 23734 | (3) | (3) | Common Stock | 23734 | (3) | 0 | D | |
| Deferred Stock Units | (3) | 3/1/2023 | | D | | | 9352 | (3) | (3) | Common Stock | 9352 | (3) | 0 | D | |
| Deferred Stock Units | (3) | 3/1/2023 | | D | | | 11291.69 | (3) | (3) | Common Stock | 11291.69 | (3) | 0 | D | |
| Dividend Equivalent Units | (4) | 3/1/2023 | | D | | | 5102 | (4) | (4) | Common Stock | 5102 | (4) | 0 | D | |
| Dividend Equivalent Units | (4) | 3/1/2023 | | D | | | 8972.92 | (4) | (4) | Common Stock | 8972.92 | (4) | 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) | Includes DSUs, each representing the right to receive one share of Company common stock. The DSUs credited to the reporting person's account were to be settled in Shares 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, was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR. |
| (3) | Each DSU represents the right to receive one share of Company common stock. The DSUs credited to the reporting person's account were to be settled 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. |
| (4) | Each Dividend Equivalent Unit (?DEU?) represents an additional DSU 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MARTIN BRADLEY
1010 DE LA GAUCHETIERE STREET WEST
SUITE 400
MONTREAL, A8 H3B 2N2 | X |
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Signatures
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| /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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