8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 24, 2009

Reynolds American Inc.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	1-32258	20-0546644
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 336-741-2000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 24, 2009, Reynolds American Inc. (“RAI”) received a notice, pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, from the plan administrator of the Savings and Investment Plan for Employees of R. J. Reynolds Tobacco in Puerto Rico (the “SIP”), relating to a blackout period during which participants in the SIP will be unable to effect certain plan transactions. Information regarding such blackout period is set forth in a notice provided to RAI’s directors and executive officers on August 28, 2009, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of such notice is attached to this report as Exhibit 99.1 and incorporated herein by reference. During the blackout period and for a period of two years after the ending date of the blackout period, the actual ending date of the blackout period will be available, free of charge, by calling Fidelity at 1-877-902-0256.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an Exhibit to this Report.

Number	Exhibit
99.1	Notice to RAI’s Directors and Executive Officers, dated August 28, 2009.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REYNOLDS AMERICAN INC.
By:	/s/ McDara P. Folan, III
	Name:	McDara P. Folan, III
	Title:	Senior Vice President, Deputy General Counsel and Secretary

Date: August 28, 2009

INDEX TO EXHIBITS

Number	Exhibit
99.1	Notice to RAI’s Directors and Executive Officers, dated August 28, 2009.

EX-99.1

Exhibit 99.1

	McDara P. Folan, III
	Senior Vice President,
	Deputy General Counsel and Secretary
	336-741-5162
	336-741-2998 Fax
	folanm@rjrt.com

August 28, 2009

To:	Directors and Executive Officers of Reynolds American Inc.
From:	Dara Folan
Re:	Notice of Blackout Period for the Savings and Investment Plan for Employees of R. J. Reynolds Tobacco in Puerto Rico

Pursuant to Regulation BTR (Blackout Trading Restriction), promulgated by the Securities and Exchange Commission (“SEC”), and subject to certain exceptions, it is unlawful under Section 306(a)(1) of the Sarbanes-Oxley Act of 2002 (“SOX”) for any director or executive officer of an issuer of an equity security, directly or indirectly, to purchase, sell or otherwise acquire or transfer any equity security of the issuer during any blackout period with respect to such equity security, if such director or executive officer acquires or previously acquired such equity security in connection with his or her service or employment as a director or executive officer. In the event of such a blackout period, pursuant to Rule 104 of Regulation BTR, the issuer is required to timely notify its directors and executive officers and the SEC of the blackout period. This letter constitutes a Rule 104 notice of a blackout period.

Effective as of October 1, 2009, Fidelity Investments Institutional Services Company, Inc. (“Fidelity”) will become the service provider and record keeper for the Savings and Investment Plan for Employees of R. J. Reynolds Tobacco in Puerto Rico (the “SIP”). In connection with the foregoing change in record keeper, participants in the SIP will be unable to effect certain transactions with respect to their SIP accounts during a period (the “SIP Blackout Period”) which will commence at 4:00 p.m. Eastern time on September 21, 2009 and is scheduled to end during the week of October 11, 2009 (though the SIP Blackout Period may end earlier or later depending upon the transfer of certain data to Fidelity). During the week of October 11, 2009, you can determine whether the SIP Blackout Period has ended, free of charge, by calling Fidelity at 1-877-902-0256.

During all or part of the SIP Blackout Period, certain transactions in the SIP’s RAI Common Stock Fund (a fund which invests in shares of Reynolds American Inc. common stock) will be suspended. A description of the SIP transactions (including transactions in the RAI Common Stock Fund) that will be suspended by virtue of the SIP Blackout Period, and the length of such suspension, is set forth on Exhibit A attached to this notice.

Please note that, even though you may not participate in the SIP or invest in the SIP’s RAI Common Stock Fund, you will be restricted, pursuant to Section 306(a)(1) of SOX, from engaging in transactions involving Reynolds American Inc. common stock during the upcoming SIP Blackout Period. In light of the foregoing, during the SIP Blackout Period, you are required to refrain from engaging in any transaction involving Reynolds American Inc. common stock, even a transaction outside of the SIP and even if you are not a participant in the SIP, unless you have first obtained confirmation from me that the proposed transaction would satisfy one of the designated exceptions under Regulation BTR.

If you have any questions regarding this matter, please do not hesitate to contact me at the telephone number shown above or at the address shown below. Thank you in advance for your patience and cooperation.

Reynolds American Inc.     401 North Main Street     Winston-Salem, NC 27102

EXHIBIT A

Blackout Period

For Current Participants of the

Savings and Investment Plan for Employees of R. J. Reynolds Tobacco in Puerto Rico

Date of Suspension	SIP Transactions Affected
September 21, 2009 4:00 p.m., Eastern time	Last day to request an in-service withdrawal, hardship withdrawal or full distribution until the SIP Blackout Period is over.
September 21, 2009 4:00 p.m., Eastern time	Last day to submit a hardcopy loan application until the SIP Blackout Period is over.
September 25, 2009 4:00 p.m., Eastern time	Last day to enroll in the SIP, change a contribution rate or change how future contributions will be invested until October 1, 2009.
September 25, 2009 4:00 p.m., Eastern time	Last day to request an exchange (transfer) between investment options until the SIP Blackout Period is over.
September 25, 2009 4:00 p.m., Eastern time	Last day to submit an express, on-line loan application until the SIP Blackout Period is over.