Jennifer C. Dolan - Mar 1, 2023 Form 4 Insider Report for Resolute Forest Products Inc. (RFP)

Role: Director
Signature: /s/ Stephanie Leclaire, as attorney-in-fact
Stock symbol: RFP
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 04:03 PM
Previous filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RFP	Common Stock	Disposed to Issuer		-50K	-100%		0	Mar 1, 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	Restricted Stock Units	Disposed to Issuer		-25.1K	-100%		0	Mar 1, 2023	Common Stock	25.1K		Direct	F2
transaction	RFP	Restricted Stock Units	Disposed to Issuer		-6.02K	-100%		0	Mar 1, 2023	Common Stock	6.02K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jennifer C. Dolan 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 RSU represents the right to receive the economic equivalent of one share of Company common stock in cash upon settlement. 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.
F3	Each RSU represents the right to receive the economic equivalent of one share of Company common stock. Twenty five percent of the RSUs awarded on January 1, 2023 were to vest on the last day of each calendar quarter in the current fiscal year. The vested RSUs were to settle in cash in equal installments on March 31 of the years 2024, 2025 and 2026 (subject to earlier settlement in certain circumstances), and further subject to the applicable provisions of the Merger Agreement. Pursuant to the terms of 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.