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Filing Details

Accession Number:: 0000906344-12-000069
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-25 18:12:14
Reporting Period:: 2012-05-16

Filing Date:: 2012-05-25
Accepted Time:: 2012-05-25 18:12:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1393066	Resolute Forest Products Inc.	ABH	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	Acquisiton	2012-05-16	176,844	$15.63	12,890,823	No	4	P	Indirect	See footnotes

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

Footnotes

The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
12,693,668 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 is beneficially held by certain other investment limited partnerships and client accounts, none of which, other than Steelhead Navigator, is itself the beneficial owner of more than 10% of the issuer's common stock (collectively 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 its holdings in the issuer's securities on a Form 4 filed concurrently herewith.
Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 4 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors 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 the Funds form a group within the meaning of Rule 16a-1(a)(1). Each of Steelhead, Mr. Johnston, Mr. Klein and the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
These shares were acquired as partial compensation to the reporting person for tendering shares of Fibrek, Inc. to the issuer in connection with the issuer's acquisition of Fibrek, Inc. (the "Tender Offer"). The price reported on Table 1 of this Form 4 is based on the price per share of the issuer's common stock, which was valued in connection with the Tender Offer at CAN$15.82, and adjusted to reflect the applicable exchange rate on May 16, 2012.
A portion of the shares of the issuer's common stock reported in Table I on this Form 4 was issued to 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 the 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 Funds, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the Funds, may from time to time receive additional distribution of shares of the issuer's common stock.