Sec Form 4 Filing - Turcotte Denis @ Domtar CORP - 2021-11-30

Insider filing report for Changes in Beneficial Ownership
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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
Turcotte Denis
2. Issuer Name and Ticker or Trading Symbol
Domtar CORP [ UFS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DOMTAR CORPORATION, 234 KINGSLEY PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2021
(Street)
FORT MILL, SC29715
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/30/2021 D 3,764( 1 ) D $ 55.5 0 D
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
Deferred Share Units ( 2 ) 11/30/2021 D 2,558.2149 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 2,558.2149 $ 55.5 0 D
Deferred Share Units ( 2 ) 11/30/2021 D 39,932.0502 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 39,932.0502 $ 55.5 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Turcotte Denis
C/O DOMTAR CORPORATION
234 KINGSLEY PARK DRIVE
FORT MILL, SC29715
X
Signatures
Josee Mireault, Attorney-in-fact for Mr. Turcotte 12/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of for $55.50 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 10, 2021, by and among, Domtar Corporation, Karta Halten B.V., Pearl Merger Sub Inc., Paper Excellence B.V., and Hervey Investments B.V. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
( 2 )Each Deferred Share Unit ("DSU") is the economic equivalent of one share of Common Stock of Domtar Corporation.
( 3 )The DSUs credited to the Reporting Person's account represent "short-term" DSUs that were granted on December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021 and were to be settled in cash or shares of Common Stock on the first anniversary of the grant date, but were canceled in exchange for a cash payment as described in footnote (4).
( 4 )Pursuant to the Merger Agreement, each DSU that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Common Stock underlying such DSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding.
( 5 )The DSUs credited to the Reporting Person's account represent "long-term" DSUs that were to be settled in cash or shares of Common Stock when the Reporting Person ceased to be a director of Domtar Corporation, but were canceled in exchange for a cash payment as described in footnote (4).

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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