Sec Form 4 Filing - STEELHEAD PARTNERS LLC @ Resolute Forest Products Inc. - 2014-04-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STEELHEAD PARTNERS LLC 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See footnotes (Last) (First) (Middle) 333 108TH AVENUE NE, SUITE 2010 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2014 (Street) BELLEVUE, WA98004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 04/02/2014 S 25,000 D $ 19.9998 12,768,311 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 04/02/2014 S 26,000 D $ 19.8785 12,742,311 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 04/02/2014 S 78,000 D $ 19.9 12,664,311 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 04/03/2014 S 37,907 D $ 19.7936 12,626,404 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 04/03/2014 S 7,200 D $ 19.7968 12,619,204 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 04/04/2014 S 72,839 D $ 19.7539 12,546,365 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Stock 04/04/2014 S 400 D $ 19.8 12,545,965 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEELHEAD PARTNERS LLC 333 108TH AVENUE NE SUITE 2010 BELLEVUE, WA98004 See footnotes JOHNSTON JAMES MICHAEL 333 108TH AVENUE NE SUITE 2010 BELLEVUE, WA98004 See footnotes KLEIN BRIAN KATZ 333 108TH AVENUE NE SUITE 2010 BELLEVUE, WA98004 See footnotes Signatures STEELHEAD PARTNERS, LLC, By: /s/ Brent E. Binge, Brent E. Binge, General Counsel 04/04/2014 Signature of Reporting Person Date JAMES MICHAEL JOHNSTON, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-fact for J. Michael Johnston 04/04/2014 Signature of Reporting Person Date BRIAN KATZ KLEIN, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-fact for Brian K. Klein 04/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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.

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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