Patrice Minguez Form 4 Resolute Forest Products / Patrice Minguez 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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X

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^*

Minguez Patrice

(Last) (First) (Middle)

1010 DE LA GAUCHETIERE STREET WEST

SUITE 400

(Street)

MONTREAL A8 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)
President, Tissue Group

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2023		D		222,569(1)(2)(3)	D	(1)(2)(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)(5)	03/01/2023		D			954	(4)(5)	(4)(5)	Common Stock	954	(4)(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. Includes RSUs, each representing the 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 RSU represents the right to receive the economic equivalent of one share of Company common stock. The 13,998 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. Upon the reporting person's retirement on March 1, 2023, a pro-rata portion of the RSUs vested. 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 (cont'd in FN5)

5. (cont'd from FN4) 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.

	/s/ Stephanie Leclaire, as attorney-in-fact	03/03/2023
	** Signature of Reporting Person	Date
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