Form 4 Domtar CORP For: Nov 30 Filed by: Williams John David

December 2, 2021 2:29 PM EST

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Williams John David

(Last) (First) (Middle)
C/O DOMTAR CORPORATION
234 KINGSLEY PARK DRIVE

(Street)
FORT MILL SC 29715

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
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 Securities Underlying Derivative Security (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: 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  
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).
Josee Mireault, Attorney-in-fact for Mr. Williams 12/02/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Nancy Klembus and Josee Mireault and each of them individually,

the undersigned?s true and lawful attorney-in-fact to:
(1)	Execute for and on behalf of the undersigned, in the undersigned?s capacity
as an Officer and/or Director of Domtar Corporation (the ?Company?),
Forms 3, 4 and 5 and any other forms required to be filed in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
(a ?Section 16 Form?) and a Form ID and any other forms required to be filed
or submitted in accordance with Regulation S-T promulgated by the United
States Securities and Exchange Commission (or any successor provision) in
order to file the Section 16 Forms electronically (a ?Form ID?, and, together
with the Section 16 Forms, a ?Form?);
(2)	Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form,
complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and
the New York Stock Exchange; and
(3)	Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of each such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by each such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as he may approve in
his discretion.
     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation,
hereby
ratifying and confirming all that each such attorney-in-fact, or his substitute
or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that each such attorney-in-fact is serving in such capacity at the request of
the
undersigned, and is not assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.


     The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms pursuant to Section 16(a) of
the
Securities exchange Act of 1934 and the rules thereunder, with respect to the
undersigned?s holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
such
attorney-in-fact.
     From and after the date hereof, any Power of Attorney previously granted by

the undersigned concerning the subject matter hereof is hereby revoked.
     IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30 day of March, 2021 .



	/s/ John D. Williams
	Name



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