UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Resolute Forest Products Inc.

111 Duke Street, Suite 5000

Montreal, Quebec, Canada H3C 2M1

Steelhead Partners, LLC (“Steelhead”)

James Michael Johnston

Brian Katz Klein

Steelhead Navigator Master, L.P. (“Steelhead Navigator”)

The business address of each reporting Person other than Steelhead Navigator is:

333 108^th Avenue NE, Suite 2010

Bellevue, WA 98004

The principal business office of Steelhead Navigator is:

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

Reference is made to Item 4 of pages 2–5 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

Common Stock, par value $0.001 per share

003687209

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The total number of securities (the “Securities”) reported on this Schedule includes shares of the issuer’s common stock that have been issued to Steelhead Navigator, and other investment limited partnerships and client accounts for which Steelhead serves as the general partner and/or investment manager (collectively with Steelhead Navigator, the “Funds”), 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). The issuance of these Securities is in partial consideration of the claims arising from the Funds’ ownership of certain bonds, which have been canceled pursuant to the Plans. The initial distribution of the issuer’s common stock to certain creditors pursuant to the Plans, including to the Funds, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the Funds, may from time to time receive additional distribution of shares of the issuer’s common stock.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 5 of this Schedule, which Items are incorporated by reference herein.

The securities reported on this Schedule as beneficially owned by Steelhead (the “Securities”) are held by and for the benefit of the Funds. Steelhead, as the investment manager of the Funds, and each of J. Michael Johnston and Brian K. Klein, as the member-managers of Steelhead, may be deemed to beneficially own the Securities held by the Funds for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Steelhead, Mr. Johnston or Mr. Klein is, for any other purpose, the beneficial owner of any of the Securities, and each of Steelhead, Mr. Johnston and Mr. Klein disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in Item 11 of pages 2 - 5 of this Schedule was derived from the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012, in which the issuer stated that the number of shares of its common stock outstanding as of October 31, 2012 was 96,208,272 shares.

If this statement is being filed to report the fact that as of the date hereof each of the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ___ .

Not Applicable.

Not Applicable.

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Not Applicable.

Not Applicable.

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By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

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