Stephanie Leclaire - Mar 1, 2023 Form 4 Insider Report for Resolute Forest Products Inc. (RFP)

Role: Chief Legal Officer
Signature: /s/ Isabelle Papillon, as attorney-in-fact
Stock symbol: RFP
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 04:09 PM
Previous filing: Feb 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RFP	Common Stock	Disposed to Issuer		-8.28K	-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	Stock Options (right to buy)	Disposed to Issuer		-11.8K	-100%		0	Mar 1, 2023	Common Stock	11.8K	$15.66	Direct	F2
transaction	RFP	Restricted Stock Unit	Disposed to Issuer		-6.99K	-100%		0	Mar 1, 2023	Common Stock	6.99K		Direct	F3
transaction	RFP	Restricted Stock Unit	Disposed to Issuer		-5.06K	-100%		0	Mar 1, 2023	Common Stock	5.06K		Direct	F3
transaction	RFP	Restricted Stock Units	Disposed to Issuer		-9.27K	-100%		0	Mar 1, 2023	Common Stock	9.27K		Direct	F4
transaction	RFP	Performance Share Units	Disposed to Issuer		-35.7K	-100%		0	Mar 1, 2023	Common Stock	35.7K		Direct	F5

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

Stephanie Leclaire 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 option, which vested in four equal annual installments on each anniversary of November 6, 2014, was canceled in the Merger in exchange for (1) a cash payment equal to the excess of the Cash Consideration over the exercise price of the option, and (2) one CVR per share. Each option for which, as of the Effective Time (as defined in the Merger Agreement), the exercise price was greater than or equal to the Cash Consideration was cancelled without any consideration being payable in respect thereof.
F3	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, whether vested or unvested, other than a RSU granted in or after November 2022 in accordance with the Merger Agreement, was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR.
F4	Each RSU represents the right to receive the economic equivalent of one share of Company common stock. The 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. 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 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.
F5	Each Performance Share Unit (?PSU?) 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 PSU that was outstanding as of immediately prior to the Effective Time, 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.