0000906344-12-000093.txt : 20120919 0000906344-12-000093.hdr.sgml : 20120919 20120919153630 ACCESSION NUMBER: 0000906344-12-000093 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120516 FILED AS OF DATE: 20120919 DATE AS OF CHANGE: 20120919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSTON JAMES MICHAEL CENTRAL INDEX KEY: 0001327721 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 121099786 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLEIN BRIAN KATZ CENTRAL INDEX KEY: 0001327722 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 121099785 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 98004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Resolute Forest Products Inc. CENTRAL INDEX KEY: 0001393066 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 980526415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 DUKE STREET STREET 2: SUITE 5000 CITY: MONTREAL STATE: A8 ZIP: H3C 2MI BUSINESS PHONE: 514-875-2515 MAIL ADDRESS: STREET 1: 111 DUKE STREET STREET 2: SUITE 5000 CITY: MONTREAL STATE: A8 ZIP: H3C 2MI FORMER COMPANY: FORMER CONFORMED NAME: AbitibiBowater Inc. DATE OF NAME CHANGE: 20070313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 121099787 BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 980004 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE STREET 2: SUITE 2010 CITY: BELLEVUE STATE: WA ZIP: 980004 4/A 1 edgar.xml PRIMARY DOCUMENT X0306 4/A 2012-05-16 2012-05-25 0001393066 Resolute Forest Products Inc. ABH 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVENUE NE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) 0001327721 JOHNSTON JAMES MICHAEL 333 108TH AVENUE NE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) 0001327722 KLEIN BRIAN KATZ 333 108TH AVENUE NE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) Common Stock 2012-05-16 4 P 0 176844 0 A 12890823 I See footnotes The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. 12,693,668 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 is beneficially held by certain other investment limited partnerships and client accounts, none of which, other than Steelhead Navigator, is itself the beneficial owner of more than 10% of the issuer's common stock (collectively 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 its holdings in the issuer's securities on a Form 4 filed concurrently herewith. Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 4 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors 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 the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. In connection with the issuer's acquisition of Fibrek, Inc., Steelhead Navigator tendered 6,479,000 shares of Fibrek, Inc. and in exchange received $3,636,730.75 in cash and 176,844 shares of common stock of the issuer. A portion of the shares of the issuer's common stock reported in Table I on this Form 4 was issued to 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 the shares under the Plans 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 shares 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. Steelhead Partners, LLC; By: Brent Binge, General Counsel; /s/ Brent Binge 2012-09-19 /s/ Brent Binge, Attorney-In-Fact for J. Michael Johnston 2012-09-19 /s/ Brent Binge, Attorney-In-Fact for Brian K. Klein 2012-09-19