4//SEC Filing
Leclaire Stephanie 4
Accession 0000950142-23-000595
CIK 0001393066other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 5:09 PM ET
Size
18.8 KB
Accession
0000950142-23-000595
Insider Transaction Report
Form 4
Leclaire Stephanie
chief Legal Officer
Transactions
- Disposition to Issuer
Restricted Stock Unit
2023-03-01−6,993→ 0 total→ Common Stock (6,993 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-03-01−5,061→ 0 total→ Common Stock (5,061 underlying) - Disposition to Issuer
Restricted Stock Units
2023-03-01−9,268→ 0 total→ Common Stock (9,268 underlying) - Disposition to Issuer
Performance Share Units
2023-03-01−35,692→ 0 total→ Common Stock (35,692 underlying) - Disposition to Issuer
Common Stock
2023-03-01−8,280→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2023-03-01−11,809→ 0 totalExercise: $15.66Exp: 2023-11-05→ Common Stock (11,809 underlying)
Footnotes (5)
- [F1]Disposed of for $20.50 (?Cash Consideration?) and one contractual contingent value right (?CVR?) per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 5, 2022, by and among, Resolute Forest Products Inc. (the ?Company?), Domtar Corporation, Terra Acquisition Sub Inc., Karta Halten B.V., Pearl Merger Sub Inc. and Paper Excellence B.V., (the "Merger Agreement"). A CVR entitles the reporting person to receive a pro rata portion of all amounts of refunds received, if any, by the Company or any of its subsidiaries or permitted assignees, in respect of approximately $500 million of deposits on estimated softwood lumber duties paid by the Company through June 30, 2022, including interest paid by any applicable government authority net of certain expenses and of applicable tax and withholding.
- [F2]Each option, which vested in four equal annual installments on each anniversary of November 6, 2014, was canceled in the Merger in exchange for (1) a cash payment equal to the excess of the Cash Consideration over the exercise price of the option, and (2) one CVR per share. Each option for which, as of the Effective Time (as defined in the Merger Agreement), the exercise price was greater than or equal to the Cash Consideration was cancelled without any consideration being payable in respect thereof.
- [F3]Each RSU represents the right to receive the economic equivalent of one share of Company common stock in cash upon settlement. Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, other than a RSU granted in or after November 2022 in accordance with the Merger Agreement, was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR.
- [F4]Each RSU represents the right to receive the economic equivalent of one share of Company common stock. The RSUs awarded to the reporting person on January 1, 2023 were to vest, and settle in cash, in four equal annual installments beginning on December 1, 2023 (subject to earlier settlement in certain circumstances), and further subject to the applicable provisions of the Merger Agreement. Pursuant to the terms of the Merger Agreement, each RSU that was granted in or after November 2022 and was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR, provided that the amounts payable are subject to the original vesting dates provided for in the award agreement governing the RSU and to accelerated vesting upon certain qualifying terminations as further provided in the applicable award agreement.
- [F5]Each Performance Share Unit (?PSU?) represents the right to receive the economic equivalent of one share of Company common stock in cash upon settlement. Pursuant to the Merger Agreement, each PSU that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, became fully vested and was cancelled and converted into the right to receive (a) a cash payment equal to the Cash Consideration and (b) one CVR, subject to the applicable provisions of the Merger Agreement.
Documents
Issuer
Resolute Forest Products Inc.
CIK 0001393066
Entity typeother
Related Parties
1- filerCIK 0001899265
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 5:09 PM ET
- Size
- 18.8 KB