Sec Form 4 Filing - STEELHEAD PARTNERS LLC @ Resolute Forest Products Inc. - 2015-01-07

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
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)
01/07/2015
(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 01/07/2015 S 200,000 D $ 16.4 11,945,956 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 01/07/2015 S 10,788 D $ 16.4763 11,935,168 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 01/08/2015 S 6,032 D $ 16.6827 11,929,136 I See footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 01/09/2015 S 780 D $ 16.5315 11,928,356 I See footnotes ( 1 ) ( 2 ) ( 3 )
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 01/09/2015
Signature of Reporting Person Date
JAMES MICHAEL JOHNSTON, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-Fact for J. Michael Johnston 01/09/2015
Signature of Reporting Person Date
BRIAN KATZ KLEIN, By: /s/ Brent E. Binge, Brent E. Binge, Attorney-in-Fact for Brian K. Klein 01/09/2015
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 )11,871,500 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.
( 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 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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