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*
STEELHEAD PARTNERS LLC

(Last) (First) (Middle)
333 108TH AVENUE NE
SUITE 2010

(Street)
BELLEVUE WA 98004

(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
Officer (give title below) X Other (specify below)
See footnotes
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/03/2014 S 100,000 D $16.2003 12,445,965 I See footnotes(1)(2)(3)
Common Stock 10/03/2014 S 12,475 D $16.1521 12,433,490 I See footnotes(1)(2)(3)
Common Stock 10/06/2014 S 112,142 D $16.1946 12,321,348 I See footnotes(1)(2)(3)
Common Stock 10/07/2014 S 2,562 D $16.0751 12,318,786 I See footnotes(1)(2)(3)
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
1. Name and Address of Reporting Person*
STEELHEAD PARTNERS LLC

(Last) (First) (Middle)
333 108TH AVENUE NE
SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
1. Name and Address of Reporting Person*
JOHNSTON JAMES MICHAEL

(Last) (First) (Middle)
333 108TH AVENUE NE
SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
1. Name and Address of Reporting Person*
KLEIN BRIAN KATZ

(Last) (First) (Middle)
333 108TH AVENUE NE
SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
Explanation of Responses:
1. The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment adviser within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
2. 12,225,540 shares of common stock reported on this Form 4 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). The balance of the shares reported on this Form 4 are beneficially held by other investment limited partnerships, which are themselves not the beneficial owners of more than 10% fo the issuer's common stock (these investment partnerships together with Steelhead Navigator, the "Funds"). Steelhead serves as the investment manager of the Funds. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting these transactions on a Form 4 filed concurrently herewith.
3. Steelhead and the other reporting persons may be deemed to have a pecuniary interest in the securities owned by the Funds insofar as Steelhead is the general partner (or the sole owner of the general partner) of the Funds. The reporting persons have elected therefore to file this Form 4 voluntarily to report these holdings, notwithstanding the reporting exemption applicable to registered investment advisers under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 4 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or the Funds form a group within the meaning of Rule 16a-1(a)(1). Each of Steelhead, Mr. Johnston, Mr. Klein and each of the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
STEELHEAD PARTNERS, LLC, By: /s/ Brent E. Binge, Brent E. Binge, General Counsel 10/07/2014
JAMES MICHAEL JOHNSTON, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-fact for J. Michael Johnston 10/07/2014
BRIAN KATZ KLEIN, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-fact for Brian K. Klein 10/07/2014
** 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).
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