SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

STEELHEAD NAVIGATOR MASTER, L.P.

(Last)

(First)

(Middle)

MINTFLOWER PLACE, 4TH FLOOR

8 PAR-LA-VILLE ROAD

(Street)

HAMILTON

HM 08

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2011

3. Issuer Name and Ticker or Trading Symbol
Resolute Forest Products Inc. [ RFP ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2011

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,707,320	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The shares of the issuer's common stock reported on this amended Form 3 were either (a) issued to the reporting person pursuant to the issuer's plans of reorganization (the "Plans") in connection with its creditor protection proceedings under Chapter 11 of the U.S. Bankruptcy Code and the Companies' Creditors Arrangement Act (Canada), or (b) acquired by the reporting person in the open market. The issuance of the shares under the Plans is in partial consideration of the claims arising from the reporting person's ownership of certain bonds, which have been canceled pursuant to the Plans. The initial distribution of the shares of the issuer's common stock to certain creditors pursuant to the Plans, including to the reporting person, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the reporting person, may from time to time receive additional distributions of shares of the issuer's common stock.

2. On November 7, 2012, 190,496 additional shares were distributed to the reporting person pursuant to the Plans, which is the reason for this amendment to Form 3. A prior amendment was filed on January 18, 2012 to report a distribution pursuant to the Plans to the reporting person of an additional 2,140 shares on January 6, 2012. The number of shares of the issuer's common stock reported in Table I above includes all distributions pursuant to the Plans received by the reporting person to date.

Remarks:

	Steelhead Navigator Master, L.P.; By: Steelhead Partners, LLC, its Investment Manager; By: Brent E. Binge, General Counsel; /s/ Brent E. Binge	02/08/2013
	** 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 5 (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.