James William Edwards - Nov 30, 2021 Form 4 Insider Report for Domtar CORP (UFS)

Role: SVP, P&P Operations
Signature: Josee Mireault, Attorney-in-fact for Mr. Edwards
Stock symbol: UFS
Transactions as of: Nov 30, 2021
Transactions value $: -$248,524
Form type: 4
Date filed: 12/2/2021, 01:24 PM

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	Restricted Stock Units	Disposed to Issuer	-$48.5K	-875	-100%	$55.50	0	Nov 30, 2021	Common Stock	875		Direct	F1, F2
transaction	UFS	Restricted Stock Units	Disposed to Issuer	-$73.9K	-1.33K	-100%	$55.50	0	Nov 30, 2021	Common Stock	1.33K		Direct	F1, F2
transaction	UFS	Restricted Stock Units	Disposed to Issuer	-$115K	-2.07K	-100%	$55.50	0	Nov 30, 2021	Common Stock	2.07K		Direct	F1, F3
transaction	UFS	Performance Stock Units	Disposed to Issuer	-$4.35K	-78.3	-100%	$55.50	0	Nov 30, 2021	Common Stock	78.3		Direct	F1, F4
transaction	UFS	Performance Stock Units	Disposed to Issuer	-$7.05K	-127	-100%	$55.50	0	Nov 30, 2021	Common Stock	127		Direct	F1, F4

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

James William Edwards is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each Stock Unit is the economic equivalent of one share of Common Stock of Domtar Corporation.
F2	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"), 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. All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
F3	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.
F4	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.