X0306 4 2014-07-18 0 0001393066 Resolute Forest Products Inc. RFP 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVENUE NE SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 333 108TH AVENUE NE SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 333 108TH AVENUE NE SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes Call Option (Obligation to Sell) 20 2014-07-18 4 E 0 250 0 D 2014-01-28 2014-07-19 Common Stock 25000 0 I SEE FOOTNOTES 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. The derivative securities reported on this Form 4 were beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). Steelhead serves as the investment manager of Steelhead Navigator. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting these transactions on a Form 4 filed concurrently herewith. Steelhead and the other reporting persons may be deemed to have a pecuniary interest in the securities owned by Steelhead Navigator insofar as Steelhead is the sole owner of the general partner of Steelhead Navigator. 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 Steelhead Navigator form a group within the meaning of Rule 16a-1(a)(1). Each of Steelhead, Mr. Johnston, Mr. Klein and Steelhead Navigator expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. The reporting persons have determined that short swing profits were realized in connection with the writing of the call option and its expiration within 6 months. The reporting persons (and Steelhead Navigator) have voluntarily disgorged the premium received for writing the option ($27,177.24, which is the premium received net of commissions and fees) in accordance with Rule 16b-6(d). STEELHEAD PARTNERS, LLC, By: /s/ Brent E. Binge, Brent E. Binge, General Counsel 2014-07-22 JAMES MICHAEL JOHNSTON, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-fact for J. Michael Johnston 2014-07-22 BRIAN KATZ KLEIN, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-fact for Brian K. Klein 2014-07-22