SEC FORM 4

SEC Form 4

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^*

Benson Randall C

(Last)

(First)

(Middle)

1010 DE LA GAUCHETIERE STREET WEST

SUITE 400

(Street)

MONTREAL

H3B 2N2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Resolute Forest Products Inc. [ RFP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2023		D		24,800⁽¹⁾	D	⁽¹⁾	0	I	By R&J Benson Investments Ltd.
Common Stock	03/01/2023		D		8,134⁽¹⁾	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽²⁾	03/01/2023		D			106,386.5	⁽²⁾	⁽²⁾	Common Stock	106,386.5	⁽²⁾	0	D
Deferred Stock Units	⁽²⁾	03/01/2023		D			4,461	⁽²⁾	⁽²⁾	Common Stock	4,461	⁽²⁾	0	D
Deferred Stock Units	⁽²⁾	03/01/2023		D			9,352	⁽²⁾	⁽²⁾	Common Stock	9,352	⁽²⁾	0	D
Deferred Stock Units	⁽²⁾	03/01/2023		D			8,091	⁽²⁾	⁽²⁾	Common Stock	8,091	⁽²⁾	0	D
Deferred Stock Units	⁽²⁾	03/01/2023		D			23,734	⁽²⁾	⁽²⁾	Common Stock	23,734	⁽¹⁾	0	D
Deferred Stock Units	⁽²⁾	03/01/2023		D			9,822.69	⁽²⁾	⁽²⁾	Common Stock	9,822.69	⁽²⁾	0	D
Deferred Stock Units	⁽²⁾	03/01/2023		D			9,603	⁽²⁾	⁽²⁾	Common Stock	9,603	⁽²⁾	0	D
Dividend Equivalent Units	⁽³⁾	03/01/2023		D			1,430.36	⁽³⁾	⁽³⁾	Common Stock	1,430.36	⁽³⁾	0	D
Dividend Equivalent Units	⁽³⁾	03/01/2023		D			813	⁽³⁾	⁽³⁾	Common Stock	813	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of for $20.50 ("Cash Consideration") and one contractual contingent value right ("CVR") per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 5, 2022, by and among, Resolute Forest Products Inc. (the "Company"), Domtar Corporation, Terra Acquisition Sub Inc., Karta Halten B.V., Pearl Merger Sub Inc. and Paper Excellence B.V., (the "Merger Agreement"). A CVR entitles the reporting person to receive a pro rata portion of all amounts of refunds received, if any, by the Company or any of its subsidiaries or permitted assignees, in respect of approximately $500 million of deposits on estimated softwood lumber duties paid by the Company through June 30, 2022, including interest paid by any applicable government authority net of certain expenses and of applicable tax and withholding.

2. Each Deferred Stock Unit ("DSU") represents the right to receive the economic equivalent of one share of Company common stock. The DSUs credited to the reporting person's account were to be settled in cash after the earliest of (i) death, (ii) disability or (iii) December 15 of the year following the year of the reporting person's termination of service to the Company. Pursuant to the terms of the Merger Agreement, each DSU that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), whether vested or unvested (including any corresponding dividend equivalents), was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR.

3. Each Dividend Equivalent Units ("DEUs") represents additional DSUs resulting from adjustments pursuant to the Company's incentive plans and were to be settled in cash after the earliest of (i) death, (ii) disability or (iii) December 15 of the year following the year of the reporting person's termination of service to the Company. Pursuant to the terms of the Merger Agreement, each DSU that was outstanding as of immediately prior to the Effective Time, whether vested or unvested (including any corresponding dividend equivalents), was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR.

Remarks:

This Form 4 corrects prior administrative errors.

	/s/ Stephanie Leclaire, as attorney-in-fact	03/03/2023
	** 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).
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