SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MARTIN BRADLEY

(Last) (First) (Middle)
111 ROBERT-BOURASSA BOULEVARD
SUITE 5000

(Street)
MONTREAL A8 H3C 2M1

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Resolute Forest Products Inc. [ RFP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (1) 07/07/2021 A 4,461 (1) (1) Common Stock 4,461 (1) 4,461 D
Dividend Equivalent Units (2) 07/07/2021 A 5,102 (2) (2) Common Stock 5,102 (2) 5,102 D
Deferred Stock Units (3) 07/07/2021 A 29,458 (3) (3) Common Stock 29,458 (3) 380,797 D
Explanation of Responses:
1. Represents additional Deferred Stock Units (DSUs) resulting from the adjustment pursuant to the terms of the Resolute Forest Products Equity Incentive Plan and the 2019 Resolute Forest Products Equity Incentive Plan on July 7, 2021 of outstanding unvested DSUs in connection with the payment of the special cash dividend approved by the board of directors of Resolute Forest Products, Inc. (the "Company") on June 10, 2021. These additional DSUs are subject to the original vesting schedule in place with respect to the underlying DSUs. Vested DSUs will settle and become payable in cash after the earliest of (i) death or (ii) December 15 of the year following the year of the reporting person's termination of service (subject to earlier settlement in certain circumstances).
2. The Dividend Equivalent Units (DEUs) accrued on outstanding unvested DSUs pursuant to the terms of the Resolute Forest Products Equity Incentive Plan in connection with the payment on July 7, 2021 of the special dividend approved by the Company's board of directors on June 10, 2021. These DEUs are subject to the original vesting schedule in place with respect to the underlying DSUs and will settle 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.
3. Represents additional Deferred Stock Units (DSUs) resulting from the adjustment pursuant to the terms of the Resolute Forest Products Equity Incentive Plan and the 2019 Resolute Forest Products Equity Incentive Plan on July 7, 2021 of outstanding unvested DSUs in connection with the payment of the special cash dividend approved by the board of directors of Resolute Forest Products, Inc. (the "Company") on June 10, 2021. These additional DSUs are subject to the original vesting schedule in place with respect to the underlying DSUs. Vested DSUs will settle and become payable in cash after the earliest of (i) death or (ii) December 15 of the year following the year of the reporting person's termination of service (subject to earlier settlement in certain circumstances).
Remarks:
/s/ Stephanie Leclaire, as attorney-in-fact 07/09/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.