Daniel Buron - Nov 30, 2021 Form 4 Insider Report for Domtar CORP (UFS)

Role
EVP and CFO
Signature
Josee Mireault, Attorney-in-fact for Mr. Buron
Stock symbol
UFS
Transactions as of
Nov 30, 2021
Transactions value $
-$3,935,631
Form type
4
Date filed
12/2/2021, 01:24 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UFS Common Stock Disposed to Issuer -$1.98M -35.7K -100% $55.50 0 Nov 30, 2021 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 UFS Employee Stock Options Disposed to Issuer -7.74K -100% 0 Nov 30, 2021 Common Stock 7.74K $43.42 Direct F2, F3
transaction UFS Employee Stock Options Disposed to Issuer -4.37K -100% 0 Nov 30, 2021 Common Stock 4.37K $33.78 Direct F3, F4
transaction UFS Employee Stock Options Disposed to Issuer -13.7K -100% 0 Nov 30, 2021 Common Stock 13.7K $39.81 Direct F3, F5
transaction UFS Employee Stock Options Disposed to Issuer -13.4K -100% 0 Nov 30, 2021 Common Stock 13.4K $43.66 Direct F3, F6
transaction UFS Restricted Stock Units Disposed to Issuer -$480K -8.65K -100% $55.50 0 Nov 30, 2021 Common Stock 8.65K Direct F7, F8
transaction UFS Restricted Stock Units Disposed to Issuer -$734K -13.2K -100% $55.50 0 Nov 30, 2021 Common Stock 13.2K Direct F7, F8
transaction UFS Restricted Stock Units Disposed to Issuer -$626K -11.3K -100% $55.50 0 Nov 30, 2021 Common Stock 11.3K Direct F7, F9
transaction UFS Performance Stock Units Disposed to Issuer -$43K -774 -100% $55.50 0 Nov 30, 2021 Common Stock 774 Direct F7, F10
transaction UFS Performance Stock Units Disposed to Issuer -$70.1K -1.26K -100% $55.50 0 Nov 30, 2021 Common Stock 1.26K Direct F7, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel Buron 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 $55.50 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 10, 2021, by and among, Domtar Corporation, Karta Halten B.V., Pearl Merger Sub Inc., Paper Excellence B.V., and Hervey Investments B.V. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
F2 The option, which provided for vesting in three equal annual installments on each anniversary of February 23, 2015, was canceled in the Merger in exchange for a cash payment of $12.08 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
F3 Pursuant to the Merger Agreement, each option that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, was canceled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price was greater than or equal to the Merger Consideration was cancelled without any consideration being payable in respect thereof.
F4 The option, which provided for vesting in three equal annual installments on each anniversary of February 22, 2016, was canceled in the Merger in exchange for a cash payment of $21.72 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
F5 The option, which provided for vesting in three equal annual installments on each anniversary of February 21, 2017, was canceled in the Merger in exchange for a cash payment of $15.69 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
F6 The option, which provided for vesting in three equal annual installments on each anniversary of February 20, 2018, was canceled in the Merger in exchange for a cash payment of $11.84 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
F7 Each Stock Unit is the economic equivalent of one share of Common Stock of Domtar Corporation.
F8 Pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, other than a RSU granted during the year of the closing of the Merger (a "CIC Year RSU"), was cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such RSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding.
F9 The RSU credited to the Reporting Person's account represents a CIC Year RSU. Each CIC Year RSU was canceled and converted into the right to receive a cash payment equal to the product of (i) (x) the total number of shares of Common Stock underlying each such CIC Year RSU multiplied by (y) the Merger Consideration, without any interest and subject to all applicable withholding, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the first day of the calendar year in which the closing of the Merger occurs through the Closing Date, and the denominator of which is 365.
F10 Pursuant to the Merger Agreement, each Performance Stock Unit ("PSU") that was outstanding as of immediately prior to the Effective Time, whether or not vested, other than a PSU granted during the year of the closing of the Merger (a "CIC Year PSU"), immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such PSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding. The number of shares of Common Stock underlying the reported PSUs was determined based on the actual level of performance achieved for the applicable performance period for any portion of such PSU with respect to which the performance period was completed as of the closing of the Merger.