XFRA:7AB1 Resolute Forest Products Inc Insider Activity 4/A Filing - 5/16/2012

Effective Date 5/16/2012

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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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEELHEAD PARTNERS LLC
  2. Issuer Name and Ticker or Trading Symbol
Resolute Forest Products Inc. [ABH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See footnotes (1) (2) (3)
(Last)
(First)
(Middle)
333 108TH AVENUE NE, SUITE 2010
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2012
(Street)

BELLEVUE, WA 98004
4. If Amendment, Date Original Filed (Month/Day/Year)
05/25/2012
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 (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)
Code V Amount (A) or (D) Price
Common Stock 05/16/2012   P   176,844(4) A $ 0 (4) 12,890,823(5) I See footnotes(1)(2)(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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, WA 98004
      See footnotes (1) (2) (3)
JOHNSTON JAMES MICHAEL
333 108TH AVENUE NE, SUITE 2010
BELLEVUE, WA 98004
      See footnotes (1) (2) (3)
KLEIN BRIAN KATZ
333 108TH AVENUE NE, SUITE 2010
BELLEVUE, WA 98004
      See footnotes (1) (2) (3)

Signatures

 Steelhead Partners, LLC; By: Brent Binge, General Counsel; /s/ Brent Binge   09/19/2012
** Signature of Reporting Person Date

 /s/ Brent Binge, Attorney-In-Fact for J. Michael Johnston   09/19/2012
** Signature of Reporting Person Date

 /s/ Brent Binge, Attorney-In-Fact for Brian K. Klein   09/19/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
(2) 12,693,668 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 is beneficially held by certain other investment limited partnerships and client accounts, none of which, other than Steelhead Navigator, is itself the beneficial owner of more than 10% of the issuer's common stock (collectively 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 its holdings in the issuer's securities on a Form 4 filed concurrently herewith.
(3) Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 4 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors 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 the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
(4) In connection with the issuer's acquisition of Fibrek, Inc., Steelhead Navigator tendered 6,479,000 shares of Fibrek, Inc. and in exchange received $3,636,730.75 in cash and 176,844 shares of common stock of the issuer.
(5) A portion of the shares of the issuer's common stock reported in Table I on this Form 4 was issued to 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 the 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 Funds, occurred on December 20, 2010. As the remaining claims are being resolved pursuant to the Plans, the creditors, including the Funds, may from time to time receive additional distribution of shares of the issuer's common stock.

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XFRA:7AB1 Resolute Forest Products Inc Insider Activity 4/A Filling

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XFRA:7AB1 Resolute Forest Products Inc Insider Activity 4/A Filing - 5/16/2012
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