0000899243-17-019007.txt : 20170726 0000899243-17-019007.hdr.sgml : 20170726 20170726160736 ACCESSION NUMBER: 0000899243-17-019007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170725 FILED AS OF DATE: 20170726 DATE AS OF CHANGE: 20170726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MENSAH NANA CENTRAL INDEX KEY: 0001087765 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32258 FILM NUMBER: 17982904 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS AMERICAN INC CENTRAL INDEX KEY: 0001275283 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 200546644 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 BUSINESS PHONE: 3367412000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27102 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-25 1 0001275283 REYNOLDS AMERICAN INC RAI 0001087765 MENSAH NANA 401 N MAIN STREET WINSTON-SALEM NC 27101 1 0 0 0 Common Stock 2017-07-25 4 D 0 103280 D 0 D Phantom Stock Units 0.00 2017-07-25 4 D 0 13753.48 D Common Stock 13753.48 44772.98 D Phantom Stock Units 0.00 2017-07-25 4 D 0 44772.98 D Common Stock 44772.98 0 D On January 16, 2017, Reynolds American Inc. ("RAI"), British American Tobacco p.l.c. ("BAT"), BATUS Holdings Inc., an indirect, wholly owned subsidiary of BAT, and Flight Acquisition Corporation, an indirect, wholly owned subsidiary of BAT ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), as it and the plan of merger contained therein were amended as of June 8, 2017, pursuant to which, on July 25, 2017, Merger Sub merged with and into RAI, with RAI surviving as an indirect, wholly owned subsidiary of BAT. (Continued from footnote 1) On July 25, 2017, each 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by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (a) $29.44 in cash and (b) 0.5260 of one American depositary share of BAT (a "BAT ADS") (representing one ordinary share, par value 25 pence per share, of BAT). One Phantom Stock Unit represents one share of RAI Common Stock. These Phantom Stock Units were acquired as initial, annual or pro rata annual awards under the Equity Incentive Plan for Directors of RAI (the "EIAP"), accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash or RAI Common Stock in accordance with the reporting person's (the "Insider") written election. Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive, as chosen by the Insider, a cash payment equal to the sum of (a) $29.44 and (b) 0.5260 multiplied by the closing price ($69.25) of one BAT ADS on July 24, 2017 as reported on the New York Stock Exchange (the "BAT ADS July 24 Closing Price"). These Phantom Stock Units were awarded on a quarterly basis under the EIAP, accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash upon termination of the Insider's service with RAI. Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive a cash payment equal to the sum of (a) $29.44 and (b) 0.5260 multiplied by the BAT ADS July 24 Closing Price. /s/ McDara P. Folan, III, Attorney-in-fact 2017-07-26