| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REYNOLDS AMERICAN INC [ RAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/25/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/25/2017 | P | 824,757,460 | A | (1) | 1,426,125,631 | I | See footnotes(1)(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On July 25, 2017, through a merger between a wholly-owned subsidiary of British American Tobacco p.l.c. ("BAT") and Reynolds American Inc. ("RAI"), each issued and outstanding share of common stock, par value $0.0001 per share, of RAI ("RAI common stock") (other than shares owned by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (1) a number of BAT American depositary shares ("BAT ADSs") representing 0.5260 of an ordinary share, nominal value 25 pence per share, of BAT ("BAT ordinary share") plus (2) $29.44 in cash, without interest. On July 24, 2017, the last trading day for RAI common stock, the closing price of RAI common stock was $65.40 per share, the closing price of a BAT ordinary share was 54.13 pounds sterling and the closing price of a BAT ADS was $69.25. |
| 2. BATUS Holdings Inc. ("BATUS") is the record holder and direct beneficial owner of 824,757,460 shares (the "BATUS owned shares") of RAI common stock. Brown & Williamson Holdings, Inc. ("B&W") is the record and direct beneficial owner of 601,368,171 shares (the "B&W owned shares" and, together with the BATUS owned shares, the "Shares") of RAI common stock. |
| 3. BATUS may be considered to be an indirect beneficial owner of the B&W owned shares by virtue of its direct ownership of all of the equity and voting power of B&W. Louisville Securities Limited ("Louisville") may be considered to be an indirect beneficial owner of the Shares by virtue of its direct ownership of all of the equity and voting power of BATUS and indirect ownership of all of the equity and voting power of B&W. BAT may be considered to be an indirect beneficial owner of the Shares by virtue of its indirect ownership of all the equity and voting power of BATUS and B&W. |
| 4. BAT and Louisville disclaim beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that either BAT or Louisville is a beneficial owner of RAI common stock for purposes of Section 16 or for any other purpose. BATUS disclaims beneficial ownership of the B&W owned shares except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that BATUS is a beneficial owner of the B&W owned shares for purposes of Section 16 or for any other purpose. |
| /s/ Paul McCrory, Company Secretary, on behalf of British American Tobacco p.l.c. | 07/25/2017 | |
| /s/ Robert J. Casey, Director, on behalf of Louisville Securities Limited | 07/25/2017 | |
| /s/ L. Brent Cotton, Director, on behalf of BATUS Holdings Inc. | 07/25/2017 | |
| ** 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. | ||
| 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 Number. | ||