SEC Form 4 · accession 0000899243-17-019012
REYNOLDS AMERICAN INC · RAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald S Rolfe
Director
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 | Jul 25, 2017 | D | 26,130 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF5,F3,F4 | $0.00 | Jul 25, 2017 | D | 962 | D | — | — | Common Stock | 962 | 0 | D |
| Phantom Stock UnitsF7,F3,F6 | $0.00 | Jul 25, 2017 | D | 8,063 | D | — | — | Common Stock | 8,063 | 3,160 | D |
| Phantom Stock UnitsF9,F3,F8 | $0.00 | Jul 25, 2017 | D | 3,160 | D | — | — | Common Stock | 3,160 | 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 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by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (a) $29.44 in cash and (b) 0.5260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").
- F3One Phantom Stock Unit represents one share of RAI Common Stock.
- F4Under the Deferred Compensation Plan for Directors of RAI, these Phantom Stock Units were acquired upon the deferral by the reporting person (the "Insider") of portions of the Insider's cash compensation, 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.
- F5Each 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 number of deferred stock units, each tracking the value of one BAT ADS, equal to the sum 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").
- F6These 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 Insider's written election.
- F7Each 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, Merger Consideration.
- F8These 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.
- F9Each 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.