SEC Form 4 · accession 0001133521-15-000020
Resolute Forest Products Inc. · RFP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393066
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 29, 2015 | S | 227,400 | $16.087 | D | 11,700,956 | I | See footnotes |
| Common StockF1,F2,F3 | May 1, 2015 | S | 1,300 | $15.4001 | D | 11,699,656 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F211,647,800 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 owners 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.
- F3Steelhead 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 the Funds form a group within the meaning of Rule 16a-1(a)(1). Each of Steelhead, Mr. Johnston, Mr. Klein and each of the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.