ThZeal - The Zeal

SEC FORM 4 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

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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^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO

M5J 2N7

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
9.0% Convertible Notes due 2009 (	⁽¹⁾	10/12/2012		P		73,141,000⁽²⁾		09/01/2013	09/01/2013	Shares of Common Stock ("Common Shares")	221,670⁽³⁾	⁽¹⁾	97,274,000⁽²⁾	I⁽⁴⁾	See Footnote⁽⁴⁾
9.375% Convertible Notes due 2021 (	⁽¹⁾	10/12/2012		P		52,855,000⁽²⁾		12/15/2021	12/15/2021	Common Shares	164,592⁽³⁾	⁽¹⁾	107,579,000⁽²⁾	I⁽⁴⁾	See Footnote⁽⁴⁾
9.5% Convertible Notes due 2012 (	⁽¹⁾	10/12/2012		P		28,646,000⁽²⁾		10/15/2013	10/15/2013	Common Shares	90,567⁽³⁾	⁽¹⁾	28,646,000⁽²⁾	I⁽⁴⁾	See Footnote⁽⁴⁾
6.5% Convertible Notes due 2013 (	⁽¹⁾	10/12/2012		P		156,995,000⁽²⁾		06/15/2013	06/15/2013	Common Shares	484,839⁽³⁾	⁽¹⁾	221,442,056⁽²⁾	I⁽⁴⁾	See Footnote⁽⁴⁾
Floating Rate Convertible Notes due 2010 (	⁽¹⁾	10/12/2012		P		7,189,000⁽²⁾		03/15/2013	03/15/2013	Common Shares	21,753⁽³⁾	⁽¹⁾	33,166,000⁽²⁾	I⁽⁴⁾	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO

M5J 2N7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WATSA V PREM ET AL

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO

M5J 2N7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

1109519 ONTARIO LTD

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO

M5J 2N7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SIXTY TWO INVESTMENT CO LTD

(Last)

(First)

(Middle)

1600 CATHEDRAL PLACE

925 WEST GEORGIA ST.

(Street)

VANCOUVER

V6C 3L3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

810679 ONTARIO LTD

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO

M5J 2N7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ODYSSEY REINSURANCE CO

(Last)

(First)

(Middle)

300 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the creditor protection proceedings relating to Resolute Forest Products Inc. (the "Company"), a subsidiary of the Company entered into a settlement agreement pursuant to which the Company is required to make a distribution (the "Distribution") to holders of the 2009 Notes, 2021 Notes, 2012 Notes, 2013 Notes and 2010 Notes on the later of (a) November 1, 2012, or (b) two business days after the order approving such settlement agreement becomes a final order.

2. In dollars of aggregate principal amount

3. Represents the number of Common Shares that the Reporting Persons expects such derivative securities to be converted into pursuant to the Distribution.

4. The 2009 Notes, 2021 Notes, 2012 Notes, 2013 Notes and 2010 Notes are held by Fairfax Financial Holdings Limited ("Fairfax") and certain of its subsidiaries, including, following the transactions reported herein, $73,641,000 aggregate principal amount of 2009 Notes, $86,515,000 aggregate principal amount of 2021 Notes, $28,646,000 aggregate principal amount of 2012 Notes, $165,695,000 aggregate principal amount of 2013 Notes and $13,489,000 aggregate principal amount of 2010 Notes held by Odyssey Reinsurance Company.

	/s/ V. Prem Watsa, Chairman & Chief Executive Officer	10/16/2012
	/s/ V. Prem Watsa	10/16/2012
	/s/ V. Prem Watsa, President	10/16/2012
	/s/ V. Prem Watsa, President	10/16/2012
	/s/ V. Prem Watsa, President	10/16/2012
	/s/ Kirk M. Reische, Vice President	10/16/2012
	** 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).
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