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Filing Details

Accession Number:: 0001133521-14-000026
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-04 17:28:02
Reporting Period:: 2014-04-02

Filing Date:: 2014-04-04
Accepted Time:: 2014-04-04 17:28:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1393066	Resolute Forest Products Inc.	RFP	Paper Mills (2621)	980526415

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1133521	Steelhead Partners Llc	333 108Th Avenue Ne Suite 2010 Bellevue WA 98004	No	No	No	Yes
1327721	Michael James Johnston	333 108Th Avenue Ne Suite 2010 Bellevue WA 98004	No	No	No	Yes
1327722	Katz Brian Klein	333 108Th Avenue Ne Suite 2010 Bellevue WA 98004	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2014-04-02	25,000	$20.00	12,768,311	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2014-04-02	26,000	$19.88	12,742,311	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2014-04-02	78,000	$19.90	12,664,311	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2014-04-03	37,907	$19.79	12,626,404	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2014-04-03	7,200	$19.80	12,619,204	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2014-04-04	72,839	$19.75	12,546,365	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2014-04-04	400	$19.80	12,545,965	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Footnotes

The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment adviser within the meaning of Rule 16a-1(a)(1)(v) under the Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
12,415,719 shares of common stock reported on this Form 4 are beneficially held by Steelhead Navigator Master, L.P. ("Steelhead Navigator"). The balance of the shares reported on this Form 4 are beneficially held by other investment limited partnerships, which are themselves not the beneficial owner of more than 10% of the issuer's common stock (these investment partnerships together with Steelhead Navigator, the "Funds"). Steelhead serves as the investment manager of the Funds. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting these transactions on a Form 4 filed concurrently herewith.
Steelhead and the other reporting persons may be deemed to have a pecuniary interest in the securities owned by the Funds insofar as Steelhead is the general partner (or the sole owner of the general partner) of the Funds. The reporting persons have elected therefore to file this Form 4 voluntarily to report these holdings, notwithstanding the reporting exemption applicable to registered investment advisers under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 4 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or Steelhead Navigator form a group within the meaning of Rule 16a-1(a)(1). Each of Steelhead, Mr. Johnston, Mr. Klein and Steelhead Navigator expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
A portion of the shares of the issuer's common stock reported in Table I on this Form 4 was issued to certain of the Funds pursuant to the issuer's plans of reorganization (the "Plans") in connection with its creditor protection proceedings under Chapter 11 of the U.S. Bankruptcy Code and the Companies' Creditors Arrangement Act (Canada). The issuance of the shares under the Plans is in partial consideration of the claims arising from those Funds' ownership of certain bonds, which have been canceled pursuant to the Plans. The initial distribution of the shares of the issuer's common stock to certain creditors pursuant to the Plans, including to the relevant Funds, occurred on December 20, 2010. The most recent, and final, distribution occurred on August 14, 2013.
On previous Form 4 filings made by Steelhead and the other reporting persons, the holdings of a certain separate account over which Steelhead has investment discretion, but not voting power, had been included; however, Steelhead has determined that, beginning with this Form 4 filing, it will no longer be reporting holdings or transactions for this separate account because Steelhead and the other reporting persons do not have a direct or indirect pecuniary interest in the separate account. As a result, the "Amount of Securities Beneficially Owned" (column 5) has been reduced by the number of securities that were held by the separate account as reported by the reporting persons in their previous Form 4 filing.
The reporting persons, in consultation with the issuer, have determined that additional short swing profits were realized in connection with covering of certain call options (i.e., the call option purchases on January 9 and 10, 2014 reported on the reporting persons' Form 4 dated March 11, 2014) and the sales of shares reported herein. The reporting persons (and Steelhead Navigator) have voluntarily disgorged the resulting short swing profits to the issuer.