Randall C. Benson - 01 Mar 2023 Form 4 Insider Report for Resolute Forest Products Inc. (RFP)

Role
Director
Signature
/s/ Stephanie Leclaire, as attorney-in-fact
Issuer symbol
RFP
Transactions as of
01 Mar 2023
Transactions value $
$0
Form type
4
Filing time
03 Mar 2023, 16:01:49 UTC
Previous filing
04 Jan 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RFP Common Stock Disposed to Issuer -24.8K -100% 0 01 Mar 2023 By R&J Benson Investments Ltd. F1
transaction RFP Common Stock Disposed to Issuer -8.13K -100% 0 01 Mar 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RFP Deferred Stock Units Disposed to Issuer -106K -100% 0 01 Mar 2023 Common Stock 106K Direct F2
transaction RFP Deferred Stock Units Disposed to Issuer -4.46K -100% 0 01 Mar 2023 Common Stock 4.46K Direct F2
transaction RFP Deferred Stock Units Disposed to Issuer -9.35K -100% 0 01 Mar 2023 Common Stock 9.35K Direct F2
transaction RFP Deferred Stock Units Disposed to Issuer -8.09K -100% 0 01 Mar 2023 Common Stock 8.09K Direct F2
transaction RFP Deferred Stock Units Disposed to Issuer -23.7K -100% 0 01 Mar 2023 Common Stock 23.7K Direct F1, F2
transaction RFP Deferred Stock Units Disposed to Issuer -9.82K -100% 0 01 Mar 2023 Common Stock 9.82K Direct F2
transaction RFP Deferred Stock Units Disposed to Issuer -9.6K -100% 0 01 Mar 2023 Common Stock 9.6K Direct F2
transaction RFP Dividend Equivalent Units Disposed to Issuer -1.43K -100% 0 01 Mar 2023 Common Stock 1.43K Direct F3
transaction RFP Dividend Equivalent Units Disposed to Issuer -813 -100% 0 01 Mar 2023 Common Stock 813 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Randall C. Benson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.