SEC Form 4 · accession 0000899243-17-019010
REYNOLDS AMERICAN INC · RAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph P. Fragnito
Officer — President & CCO of RJRT
Period of report
Jul 25, 2017
Accepted (ET)
Jul 26, 2017 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001275283
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 25, 2017 | A | 22,099 | — | A | 22,099 | D | |
| Common StockF3,F4 | Jul 25, 2017 | D | 22,099 | — | D | 0 | D | |
| Common StockF5 | Jul 25, 2017 | A | 20,607 | — | A | 20,607 | D | |
| Common StockF5,F6 | Jul 25, 2017 | D | 20,607 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F7,F8 | — | Jul 25, 2017 | D | 21,101 | D | — | — | Common Stock | 21,101 | 0 | D |
Explanation of responses
- F1On 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 (the "Merger") with and into RAI, with RAI surviving as an indirect, wholly owned subsidiary of BAT.
- F2(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by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (a) $29.44 in cash and (b) 0.5260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) (collectively, the "Merger Consideration").
- F3Reflects performance shares deemed earned at a 104% achievement level under 2016 performance share awards in connection with the Merger based on the target award opportunity, the average of the 2016 Annual Incentive Award Program ("AIAP") score with a score of 100% under the 2017 AIAP and a score of 100% under the 2018 AIAP.
- F4As a result of the transactions described in the Merger Agreement, each of these performance shares deemed earned in connection with the Merger was automatically converted into the right to receive the Merger Consideration, plus any dividend equivalents.
- F5Reflects performance shares deemed earned at a 100% achievement level under 2017 performance share awards in connection with the Merger based on the target award opportunity.
- F6As a result of the transactions described in the Merger Agreement, each of these performance shares was automatically converted into the right to receive a number of performance-based stock units, each tracking the value of one BAT ADS, equal to the sum (rounded down to the nearest whole BAT ADS, plus cash for any fractional BAT ADS) of (a) 0.5260 and (b) the quotient of (i) $29.44 divided by (ii) 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"), and otherwise subject to substantially the same terms and conditions as were applicable prior to the Merger, including any applicable vesting criteria.
- F7Each restricted stock unit represents a contingent right to receive one share of RAI Common Stock.
- F8Absent the Merger, 50% of the restricted stock units were to vest on December 15, 2017 and 50% of the restricted stock units were to vest on December 15, 2018.
- F9As a result of the transactions described in the Merger Agreement, each of these restricted stock units was automatically converted into the right to receive a number of restricted stock units, each tracking the value of one BAT ADS, equal to the sum (rounded down to the nearest whole BAT ADS, plus cash for any fractional BAT ADS) of (a) 0.5260 and (b) the quotient of (i) $29.44 divided by (ii) the BAT ADS July 24 Closing Price, and otherwise subject to substantially the same terms and conditions as were applicable prior to the Merger, including any applicable vesting criteria.