0000950142-23-000597.txt : 20230303 0000950142-23-000597.hdr.sgml : 20230303 20230303171009 ACCESSION NUMBER: 0000950142-23-000597 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230301 FILED AS OF DATE: 20230303 DATE AS OF CHANGE: 20230303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Minguez Patrice CENTRAL INDEX KEY: 0001714365 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33776 FILM NUMBER: 23705602 MAIL ADDRESS: STREET 1: C/O RESOLUTE FOREST PRODUCTS INC. STREET 2: 111 DUKE STREET CITY: MONTREAL STATE: A8 ZIP: H3C 2M1 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: 1010 DE LA GAUCHETIERE STREET WEST STREET 2: SUITE 400 CITY: MONTREAL STATE: A8 ZIP: H3B 2N2 BUSINESS PHONE: 514-875-2515 MAIL ADDRESS: STREET 1: 1010 DE LA GAUCHETIERE STREET WEST STREET 2: SUITE 400 CITY: MONTREAL STATE: A8 ZIP: H3B 2N2 FORMER COMPANY: FORMER CONFORMED NAME: AbitibiBowater Inc. DATE OF NAME CHANGE: 20070313 4 1 es230335287_4-minguez.xml OWNERSHIP DOCUMENT X0306 4 2023-03-01 1 0001393066 Resolute Forest Products Inc. RFP 0001714365 Minguez Patrice 1010 DE LA GAUCHETIERE STREET WEST SUITE 400 MONTREAL A8 H3B 2N2 QUEBEC, CANADA 0 1 0 0 President, Tissue Group Common Stock 2023-03-01 4 D 0 222569 D 0 D Restricted Stock Units 2023-03-01 4 D 0 954 D Common Stock 954 0 D 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. Includes RSUs, each representing the right to receive one share of Company common stock. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR. Includes shares of Common Stock earned pursuant to the satisfaction of performance criteria for previously awarded Performance Stock Units ("PSUs") that vested on February 23, 2023. Pursuant to the Merger Agreement, each PSU that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), whether vested or unvested, became fully vested and was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR, subject to the applicable provisions of the Merger Agreement. Each RSU represents the right to receive the economic equivalent of one share of Company common stock. The 13,998 RSUs awarded to the reporting person on January 1, 2023 were to vest, and settle in cash, in four equal annual installments beginning on December 1, 2023 (subject to earlier settlement in certain circumstances), and further subject to the applicable provisions of the Merger Agreement. Upon the reporting person's retirement on March 1, 2023, a pro-rata portion of the RSUs vested. Pursuant to the terms of the Merger Agreement, each RSU that was granted in or after November 2022 and was outstanding as of immediately prior to the Effective Time was (cont'd in FN5) (cont'd from FN4) cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR, provided that the amounts payable are subject to the original vesting dates provided for in the award agreement governing the RSU and to accelerated vesting upon certain qualifying terminations as further provided in the applicable award agreement. This Form 4 corrects prior administrative errors. /s/ Stephanie Leclaire, as attorney-in-fact 2023-03-03