SEC FORM 4

SEC FORM 4 SEC Form 4

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).

Remarks:

	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).
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