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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Domtar CORP [ UFS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/09/2012 | G | 297 | D | $84.51 | 13,228 | D | |||
Common Stock | 05/10/2012 | M | 33,722 | A | $12.6(1) | 46,950 | D | |||
Common Stock | 05/10/2012 | M | 6,586 | A | $66.81 | 53,536 | D | |||
Common Stock | 05/10/2012 | M | 2,682.1249 | A | (8)(10) | 56,218.1249 | D | |||
Common Stock | 05/10/2012 | F | 1,294(6) | D | $82.46 | 54,924.1249 | D | |||
Common Stock | 05/10/2012 | D | 0.1249(11) | D | $82.46 | 54,924 | D | |||
Common Stock | 05/10/2012 | S | 45,131(2) | D | $83.03(3) | 9,793 | D | |||
Common Stock | 05/10/2012 | S | 8,405(2) | D | $83.53(12) | 1,388 | D | |||
Common Stock | 05/11/2012 | S | 1,388(2) | D | $80.94(13) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $12.6(1) | 05/10/2012 | M | 16,861(4) | 04/08/2010(4) | 04/08/2016 | Common Stock | 16,861 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $12.6(1) | 05/10/2012 | M | 16,861(5) | 04/08/2010(5) | 04/08/2016 | Common Stock | 16,861 | $0 | 0 | D | ||||
Employee Stock Option (Right to buy) | $66.81 | 05/10/2012 | M | 6,586(7) | 05/10/2011(7) | 05/10/2017 | Common Stock | 6,586 | $0 | 6,588 | D | ||||
Restricted Stock Units | (8) | 05/10/2012 | M | 2,682.1249 | (9) | (9) | Common Stock | 2,682.1249 | $0 | 2,641.6402 | D |
Explanation of Responses: |
1. The price has been adjusted to reflect the reverse stock split for a ratio of 1-for-12 of the issuer's common shares, which became effective June 10, 2009. |
2. Shares being sold represent exercised stock options and settled Restricted Stock Units which are an integral part of Domtar Corporation's long-term incentive compensation program. |
3. This transaction was executed in multiple trades at prices ranging from $82.40 to $83.40. The price reported above is the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
4. On April 8, 2009, a grant of regular stock options was awarded to members of the Management Committee. These stock options vest in three equal annual installments on the first three anniversaries of the grant date. These regular stock options were all vested as of April 8, 2012. |
5. On April 8, 2009, a grant of performance conditioned stock options was awarded to members of the Management Committee. These stock options vest in three equal annual installments on the first three anniversaries of the grant date. These performance conditioned stock options were all vested as of April 8, 2012. |
6. Payment of tax liability by withholding securities incident to the settlement of restricted stock units (RSUs). |
7. On May 10, 2010, a grant of performance stock options was awarded to members of the Management Committee. These stock options vest in three equal annual installments on the first three anniversaries of the grant date. Two thirds of the performance stock options vested as of May 10, 2012. |
8. Each Restricted Stock Unit is the economic equivalent of one share of Domtar Corporation Common Stock. |
9. These Restricted Stock Units vest in 3 equal annual installments beginning on May 10, 2011. |
10. This transaction represents the settlement of vested restricted stock units in shares of common stock. |
11. Fractional restricted stock units settled in cash. |
12. This transaction was executed in multiple trades at prices ranging from $83.41 to $83.69. The price reported above is the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
13. This transaction was executed in multiple trades at prices ranging from $80.93 to $80.95 The price reported above is the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
Razvan L. Theodoru, Attorney-in-fact for Mr. Williams | 05/11/2012 | |
** 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 Number. |