FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jobin Luc
2. Issuer Name and Ticker or Trading Symbol

REYNOLDS AMERICAN INC [ RAI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

401 N MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/25/2017
(Street)

WINSTON-SALEM, NC 27101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/25/2017     D    86000   D   (1) (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units   $0.00   (3) 7/25/2017     D         22786.24      (4)   (4) Common Stock   22786.24     (5) 0   D    

Explanation of Responses:
(1)  On 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.
(2)  (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).
(3)  One Phantom Stock Unit represents one share of RAI Common Stock.
(4)  These Phantom Stock Units were awarded on a quarterly basis under the Equity Incentive Plan for Directors of RAI, accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash upon termination of the reporting person's service with RAI.
(5)  Each 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 closing price ($69.25) of one BAT ADS on July 24, 2017 as reported on the New York Stock Exchange.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jobin Luc
401 N MAIN STREET
WINSTON-SALEM, NC 27101
X



Signatures
/s/ McDara P. Folan, III, Attorney-in-fact 7/26/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Reynolds (NYSE:RAI)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Reynolds Charts.
Reynolds (NYSE:RAI)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Reynolds Charts.