Sec Form 4 Filing - Williams John David @ Domtar CORP - 2021-11-30

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 Williams John David 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (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

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 Employee Stock Options $ 39.81 11/30/2021 D 16,846 ( 1 ) 02/21/2024 Common Stock 16,846 ( 2 ) 0 D Employee Stock Options $ 43.66 11/30/2021 D 32,749 ( 3 ) 02/20/2025 Common Stock 32,749 ( 2 ) 0 D Restricted Stock Units ( 4 ) 11/30/2021 D 32,184.5199 ( 5 ) ( 5 ) Common Stock 32,184.5199 $ 55.5 0 D Restricted Stock Units ( 4 ) 11/30/2021 D 47,796.4922 ( 5 ) ( 5 ) Common Stock 47,796.4922 $ 55.5 0 D Restricted Stock Units ( 4 ) 11/30/2021 D 40,774.23 ( 6 ) ( 6 ) Common Stock 40,774.23 $ 55.5 0 D Performance Stock Units ( 4 ) 11/30/2021 D 2,881.82 ( 7 ) ( 7 ) Common Stock 2,881.82 $ 55.5 0 D Performance Stock Units ( 4 ) 11/30/2021 D 4,562.55 ( 7 ) ( 7 ) Common Stock 4,562.55 $ 55.5 0 D Deferred Share Units ( 4 ) 11/30/2021 D 74,649.6784 ( 8 )( 9 ) ( 8 )( 9 ) Common Stock 74,649.6784 $ 55.5 0 D Deferred Share Units ( 4 ) 11/30/2021 D 17,669.6283 ( 9 )( 10 ) ( 9 )( 10 ) Common Stock 17,669.6283 $ 55.5 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williams John David C/O DOMTAR CORPORATION 234 KINGSLEY PARK DRIVE FORT MILL, SC29715 X President and CEO Signatures Josee Mireault, Attorney-in-fact for Mr. Williams 12/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option, which provided for vesting in three equal annual installments on each anniversary of February 21, 2017, was canceled in the Merger in exchange for a cash payment of $15.69 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. ( 2 )Pursuant to 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"), each option that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, was canceled 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 option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price was greater than or equal to the Merger Consideration was cancelled without any consideration being payable in respect thereof. ( 3 )The option, which provided for vesting in three equal annual installments on each anniversary of February 20, 2018, was canceled in the Merger in exchange for a cash payment of $11.84 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option. ( 4 )Each Stock Unit is the economic equivalent of one share of Common Stock of Domtar Corporation. ( 5 )Pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, other than a RSU granted during the year of the closing of the Merger (a "CIC Year RSU"), 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 RSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding. ( 6 )The RSU credited to the Reporting Person's account represents a CIC Year RSU. Each CIC Year RSU was canceled and converted into the right to receive a cash payment equal to the product of (i) (x) the total number of shares of Common Stock underlying each such CIC Year RSU multiplied by (y) the Merger Consideration, without any interest and subject to all applicable withholding, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the first day of the calendar year in which the closing of the Merger occurs through the Closing Date, and the denominator of which is 365. ( 7 )Pursuant to the Merger Agreement, each Performance Stock Unit ("PSU") that was outstanding as of immediately prior to the Effective Time, whether or not vested, other than a PSU granted during the year of the closing of the Merger (a "CIC Year PSU"), immediately vested and 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 PSU multiplied by (ii) the Merger Consideration, without any interest and subject to all applicable withholding. The number of shares of Common Stock underlying the reported PSUs was determined based on the actual level of performance achieved for the applicable performance period for any portion of such PSU with respect to which the performance period was completed as of the closing of the Merger. ( 8 )The Deferred Share Units ("DSUs") credited to the Reporting Person's account represent DSUs that were to be delivered in cash or shares in the January of the year following the year in which the Reporting Person terminates employment with Domtar, but were cancelled in exchange for a cash payment as described in footnote (9). ( 9 )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. ( 10 )The DSUs credited to the Reporting Person's account represent DSUs that were to be delivered in cash or shares upon the Reporting Person's termination of employment with Domtar, but were cancelled in exchange for a cash payment as described in footnote (9).

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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