| 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
Resolute Forest Products Inc. [ RFP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2012 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/10/2012 |
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, $0.001 par value ("Common Shares") | 12/05/2012 | J | 2,008,211 | A | (1) | 23,744,613 (2) | I | See Footnote (3) | ||
| Common Shares | 12/06/2012 | J | 112,285 | A | (1) | 23,856,899 (2) | I | See Footnote (3) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 6, 2012, Resolute distributed Shares to its creditors from a disputed claim share reserve established in connection with Resolute's and its debtor affiliates' December 2010 emergence from creditor protection proceedings (the "Distribution"). Pursuant to the Distribution, the Reporting Persons received Shares on December 5, 2012 and December 6, 2012. The number of additional Shares to be received pursuant to the Distribution was indeterminable by the Reporting Persons prior to the actual receipt of Shares. |
| 2. This amendment is being filed to correct the number of Common Shares beneficially owned following the reported transactions. |
| 3. The Common Shares are held by Fairfax Financial Holdings Limited ("Fairfax"), certain of its subsidiaries and the pension plans of certain subsidiaries of Fairfax, including, following the transactions reported herein, 552,942 Common Shares held by The North River Insurance Company, 503,335 Common Shares held by Northbridge Personal Insurance Corporation, 1,821,751 Common Shares held by TIG Insurance Company, 11,973,737 Common Shares held by Odyssey Reinsurance Company and 2,031,952 Common Shares held by Clearwater Insurance Company. |
| /s/ V. Prem Watsa, Chairman and Chief Executive Officer | 12/11/2012 | |
| /s/ V. Prem Watsa | 12/11/2012 | |
| /s/ V. Prem Watsa, President | 12/11/2012 | |
| /s/ V. Prem Watsa, President | 12/11/2012 | |
| /s/ V. Prem Watsa, President | 12/11/2012 | |
| /s/ James V. Kraus, Senior Vice President | 12/11/2012 | |
| /s/ Steve McManus, Senior Vice President | 12/11/2012 | |
| /s/ John J. Bator, Senior Vice President | 12/11/2012 | |
| /s/ Kirk M. Reische, Vice President | 12/11/2012 | |
| /s/ John J. Bator, Senior Vice President | 12/11/2012 | |
| ** 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. | ||