SEC FORM 4

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^*

Williams John David

(Last)

(First)

(Middle)

C/O DOMTAR CORPORATION

395 DE MAISONNEUVE BOULEVARD WEST

(Street)

MONTREAL

H3A 1L6

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Domtar CORP [ UFS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2012

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	04/16/2012		M		97.1981⁽¹⁰⁾	A	$0	13,572.198	D
Common Stock	04/16/2012		F		47⁽¹¹⁾	D	$93.72	13,525.198	D
Common Stock	04/16/2012		D		0.1981⁽¹²⁾	D	$93.72	13,525	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)
Deferred Stock Units	⁽¹⁾	04/16/2012		A		102.3125⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	102.3125	$0	27,498.688	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		A		97.1981⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	97.1981	$0	97.1981	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		M			97.1981	⁽⁵⁾	⁽⁵⁾	Common Stock	97.1981	$0	0	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		A		37.9077⁽²⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	37.9077	$0	10,188.5186	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		A		19.9783⁽²⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	19.9783	$0	5,369.6016	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		A		29.0795⁽²⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	29.0795	$0	7,815.7518	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		A		16.1456⁽²⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	16.1456	$0	6,501.147	D
Restricted Stock Units	⁽⁴⁾	04/16/2012		A		27.4152⁽²⁾		⁽¹³⁾	⁽¹³⁾	Common Stock	27.4152	$0	7,368.4152	D
Deferred Stock Units	⁽¹⁾	04/16/2012		A		8.0728⁽²⁾		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	8.0728	$0	2,169.7399	D

Explanation of Responses:

1. Each Deferred Stock Unit is the economic equivalent of one share of Domtar Corporation Common Stock.

2. These Deferred Stock Units/Restricted Stock Units (as applicable) represent dividend equivalents credited to the reporting person's account, following Domtar Corporation's dividend payment of April 16, 2012.

3. These Deferred Stock Units have the same vesting date as the Deferred Stock Units to which the dividend equivalents are related: all DSUs have already vested as of March 15, 2011. Vested shares (or the cash value thereof) will be delivered to the reporting person in January of the year following the year in which the reporting person terminates employment with Domtar.

4. Each Restricted Stock Unit is the economic equivalent of one share of Domtar Corporation Common Stock.

5. These Restricted Stock Units vested on April 8, 2012, the same vesting date as the Restricted Stock Units to which the dividend equivalents are related.

6. These Restricted Stock Units vest on May 10, 2013, the same vesting date as the Restricted Stock Units to which the dividend equivalents are related.

7. These Restricted Stock Units vest in 3 equal annual installments beginning on May 10, 2011, the same vesting dates as the Restricted Stock Units to which the dividend equivalents are related.

8. Restricted Stock Units vest on February 22, 2014, the same vesting date as the Restricted Stock Units to which the dividend equivalents are related.

9. These Restricted Stock Units vest in 3 equal annual installments beginning on February 22, 2012, the same vesting dates as the Restricted Stock Units to which the dividend equivalents are related.

10. Settlement of dividend equivalent related to restricted stock units vested on April 8, 2012.

11. Payment of tax liability by withholding securities incident to the settlement of restricted stock units.

12. Represents fractional Restricted Stock Units settled in cash.

13. Restricted Stock Units vest on February 21, 2015, the same vesting date as the Restricted Stock Units to which the dividend equivalents are related.

14. These Deferred Stock Units will vest on the earliest of February 22, 2017 or termination of employment, the same vesting date as the Deferred Stock Units to which the dividend equivalents are related.

	Razvan L. Theodoru, Attorney-in-fact for Mr. Williams	04/18/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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