Edgar Filing: WATSA V PREM ET AL

Ownership Submission

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 ^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

95 WELLINGTON STREET WEST, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2012

(Street)

TORONTO, A6 M5J 2N7

4. If Amendment, Date Original Filed(Month/Day/Year)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

9.0% Convertible Notes due 2009 (

⁽¹⁾

10/12/2012

73,141,000 ⁽²⁾

09/01/2013

Shares of Common Stock ("Common Shares")

221,670 ⁽³⁾

⁽¹⁾

97,274,000 ⁽²⁾

I ⁽⁴⁾

See Footnote ⁽⁴⁾

9.375% Convertible Notes due 2021 (

⁽¹⁾

10/12/2012

52,855,000 ⁽²⁾

12/15/2021

Common Shares

164,592 ⁽³⁾

⁽¹⁾

107,579,000 ⁽²⁾

I ⁽⁴⁾

See Footnote ⁽⁴⁾

9.5% Convertible Notes due 2012 (

⁽¹⁾

10/12/2012

28,646,000 ⁽²⁾

10/15/2013

Common Shares

90,567 ⁽³⁾

⁽¹⁾

28,646,000 ⁽²⁾

I ⁽⁴⁾

See Footnote ⁽⁴⁾

6.5% Convertible Notes due 2013 (

⁽¹⁾

10/12/2012

156,995,000 ⁽²⁾

06/15/2013

Common Shares

484,839 ⁽³⁾

⁽¹⁾

221,442,056 ⁽²⁾

I ⁽⁴⁾

See Footnote ⁽⁴⁾

Floating Rate Convertible Notes due 2010 (

⁽¹⁾

10/12/2012

7,189,000 ⁽²⁾

03/15/2013

Common Shares

21,753 ⁽³⁾

⁽¹⁾

33,166,000 ⁽²⁾

I ⁽⁴⁾

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7		X
WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7		X
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7		X
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, A1 V6C 3L3		X
810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7		X
ODYSSEY REINSURANCE CO 300 FIRST STAMFORD PLACE STAMFORD, CT 06902		X

Signatures

/s/ V. Prem Watsa, Chairman & Chief Executive Officer		10/16/2012
^**Signature of Reporting Person		Date
/s/ V. Prem Watsa		10/16/2012
^**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		10/16/2012
^**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		10/16/2012
^**Signature of Reporting Person		Date
/s/ V. Prem Watsa, President		10/16/2012
^**Signature of Reporting Person		Date
/s/ Kirk M. Reische, Vice President		10/16/2012
^**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)	In connection with the creditor protection proceedings relating to Resolute Forest Products Inc. (the "Company"), a subsidiary of the Company entered into a settlement agreement pursuant to which the Company is required to make a distribution (the "Distribution") to holders of the 2009 Notes, 2021 Notes, 2012 Notes, 2013 Notes and 2010 Notes on the later of (a) November 1, 2012, or (b) two business days after the order approving such settlement agreement becomes a final order.
(2)	In dollars of aggregate principal amount
(3)	Represents the number of Common Shares that the Reporting Persons expects such derivative securities to be converted into pursuant to the Distribution.
(4)	The 2009 Notes, 2021 Notes, 2012 Notes, 2013 Notes and 2010 Notes are held by Fairfax Financial Holdings Limited ("Fairfax") and certain of its subsidiaries, including, following the transactions reported herein, $73,641,000 aggregate principal amount of 2009 Notes, $86,515,000 aggregate principal amount of 2021 Notes, $28,646,000 aggregate principal amount of 2012 Notes, $165,695,000 aggregate principal amount of 2013 Notes and $13,489,000 aggregate principal amount of 2010 Notes held by Odyssey Reinsurance Company.

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