X0206 3/A 2011-08-12 2011-08-18 0 0001393066 Resolute Forest Products Inc. RFP 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes Common Stock 9905764 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 Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. 9,707,320 shares of common stock reported in Table I on this amended Form 3 and the 3,000,000 shares underlying the forward buy contract reported in Table II on the original Form 3 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). The balance of the shares reported on this amended Form 3 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 general partner and/or 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 an amended Form 3 filed concurrently herewith. 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. 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 amended Form 3 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 amended Form 3 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). The shares of the issuer's common stock reported in Table I on this amended Form 3 were either (a) 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), or (b) acquired by the Funds in the open market. 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 distributions of shares of the issuer's common stock. On November 7, 2012, 191,785 additional shares were distributed to the Funds 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 Funds of an additional 2,316 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 Funds to date. Steelhead Partners, LLC; By: Brent E. Binge, General Counsel; /s/ Brent E. Binge 2013-02-08 /s/ Brent E. Binge, Attorney-In-Fact for J. Michael Johnston 2013-02-08 /s/ Brent E. Binge, Attorney-In-Fact for Brian K. Klein 2013-02-08