SEC Form 4 · accession 0001209191-15-053245
LORILLARD, LLC · LO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles E. Hennighausen
Officer — Executive Vice President
Period of report
Jun 12, 2015
Accepted (ET)
Jun 15, 2015 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001424847
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 12, 2015 | F | 18,430 | $71.40 | D | 61,432 | D | |
| Common StockF3 | Jun 12, 2015 | D | 61,432 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF4,F5 | $22.91 | Jun 12, 2015 | D | 9,750 | D | — | Jan 8, 2018 | Common Stock | 9,750 | 0 | D |
| Stock Appreciation RightsF4,F5 | $23.72 | Jun 12, 2015 | D | 9,750 | D | — | Jan 8, 2018 | Common Stock | 9,750 | 0 | D |
| Stock Appreciation RightsF4,F6 | $25.93 | Jun 12, 2015 | D | 9,750 | D | — | Jan 9, 2017 | Common Stock | 9,750 | 0 | D |
| Stock Appreciation RightsF4,F6 | $26.92 | Jun 12, 2015 | D | 9,750 | D | — | Jan 9, 2017 | Common Stock | 9,750 | 0 | D |
| Stock Appreciation RightsF4,F5 | $28.10 | Jun 12, 2015 | D | 9,750 | D | — | Jan 8, 2018 | Common Stock | 9,750 | 0 | D |
| Stock Appreciation RightsF4,F5 | $24.583 | Jun 12, 2015 | D | 9,750 | D | — | Jan 8, 2018 | Common Stock | 9,750 | 0 | D |
| Stock Appreciation RightsF4,F7 | $24.77 | Jun 12, 2015 | D | 33,132 | D | — | Mar 12, 2019 | Common Stock | 33,132 | 0 | D |
| Stock Appreciation RightsF4,F7 | $26.74 | Jun 12, 2015 | D | 33,129 | D | — | Mar 12, 2019 | Common Stock | 33,129 | 0 | D |
| Stock OptionsF8,F9 | $26.40 | Jun 12, 2015 | D | 4,347 | D | — | Feb 17, 2021 | Common Stock | 4,347 | 0 | D |
| Stock OptionsF8,F9 | $36.29 | Jun 12, 2015 | D | 4,347 | D | — | Feb 17, 2021 | Common Stock | 4,347 | 0 | D |
| Stock OptionsF8,F9 | $36.90 | Jun 12, 2015 | D | 4,347 | D | — | Feb 17, 2021 | Common Stock | 4,347 | 0 | D |
| Stock OptionsF8,F9 | $38.00 | Jun 12, 2015 | D | 4,347 | D | — | Feb 17, 2021 | Common Stock | 4,347 | 0 | D |
Explanation of responses
- F1On June 12, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 15, 2014 (the "Merger Agreement"), by and among Lorillard, Inc., a Delaware corporation ("Lorillard"), Reynolds American Inc., a North Carolina corporation ("RAI"), and Lantern Acquisition Co., a Delaware corporation and wholly owned subsidiary of RAI ("Merger Sub"), Merger Sub merged with and into Lorillard with Lorillard surviving as a wholly owned subsidiary of RAI (the "Merger").
- F2Represents the restricted shares withheld by Lorillard to satisfy the reporting person's tax liability resulting from the accelerated vesting of restricted stock awards held by the reporting person at the effective time of the Merger.
- F3Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Lorillard common stock beneficially owned by the reporting person was automatically canceled and converted into the right to receive (i) $50.50 in cash (the "Cash Consideration") and (ii) 0.2909 of a share of RAI common stock (the "Stock Consideration").
- F4Pursuant to the terms of the Merger Agreement, each outstanding stock appreciation right (SAR) beneficially owned by the reporting person was canceled in exchange for the right to receive a cash payment equal to the number of shares of Lorillard common stock subject to the SAR multiplied by the excess of the Equity Award Consideration over the applicable exercise price per share of the SAR. Pursuant to the Merger Agreement, for purposes of this calculation, "Equity Award Consideration" means the sum of the Cash Consideration and an amount equal to the product of (i) the Stock Consideration and (ii) the volume weighted average per share price of RAI common stock on the New York Stock Exchange (as reported by Bloomberg L.P.) for the five consecutive trading days ending on the third business day prior to the effective time of the Merger ($72.2977 per share).
- F5The stock appreciation rights vested in four equal annual installments beginning on January 8, 2009.
- F6The stock appreciation rights vested in four equal annual installments beginning on January 9, 2011.
- F7The stock appreciation rights vested in four equal annual installments beginning on March 12, 2010.
- F8Pursuant to the terms of the Merger Agreement, each outstanding option to purchase Lorillard common stock beneficially owned by the reporting person was canceled in exchange for the right to receive a cash payment equal to the number of shares of Lorillard common stock subject to the option multiplied by the excess of the Equity Award Consideration over the applicable exercise price per share of the option.
- F9The stock options vested in four equal annual installments beginning on February 17, 2012.