SEC Form 4 · accession 0000899243-17-019020

REYNOLDS AMERICAN INC · RAI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Debra Ann Crew

Officer — President and CEO

Period of report

Jul 25, 2017

Accepted (ET)

Jul 26, 2017 · 4:10 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
Common Stock^F1,F2	Jul 25, 2017	D	59,228	—	D	0	D
Common Stock^F3	Jul 25, 2017	A	48,748	—	A	48,748	D
Common Stock^F4,F3	Jul 25, 2017	A	48,774	—	A	97,522	D
Common Stock^F3,F4,F5	Jul 25, 2017	D	97,522	—	D	0	D
Common Stock^F6	Jul 25, 2017	A	108,803	—	A	108,803	D
Common Stock^F6,F7	Jul 25, 2017	D	108,803	—	D	0	D
Common Stock^F8	Jul 25, 2017	M	52,307	—	A	52,307	D
Common Stock^F8,F9	Jul 25, 2017	D	52,307	—	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 Units^F8,F10,F11	—	Jul 25, 2017	M	74,266	D	—	—	Common Stock	74,266	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.
F10Each restricted stock unit represents a contingent right to receive one share of RAI Common Stock (and was adjusted for a 2015 2-for-1 stock split).
F11Absent the Merger, these restricted stock units were to vest on September 30, 2018.
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by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (a) $29.44 in cash and (b) 0.5260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 118% achievement level under 2015 performance share awards in connection with the Merger based on the target award opportunity, the average of the 2015 Annual Incentive Award Program ("AIAP") score with the 2016 AIAP score and a score of 100% under the 2017 AIAP, pro-rated based on the number of days from the grant date of such awards through July 25, 2017.
F4Reflects 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 AIAP score with a score of 100% under the 2017 AIAP and a score of 100% under the 2018 AIAP.
F5As 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.
F6Reflects 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.
F7As 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, and otherwise subject to substantially the same terms and conditions as were applicable prior to the Merger, including any applicable vesting criteria.
F8Reflects restricted stock units (described below) deemed vested solely for purposes of the Merger based on the target award opportunity, pro-rated based on the number of days from the grant date of such award through July 25, 2017.
F9As a result of the transactions described in the Merger Agreement, each of these restricted stock units deemed vested in connection with the Merger was automatically converted into the right to receive the Merger Consideration, plus any dividend equivalents.