0001275283-15-000056.txt : 20150615
0001275283-15-000056.hdr.sgml : 20150615
20150615162640
ACCESSION NUMBER: 0001275283-15-000056
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150612
FILED AS OF DATE: 20150615
DATE AS OF CHANGE: 20150615
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: REYNOLDS AMERICAN INC
CENTRAL INDEX KEY: 0001275283
STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111]
IRS NUMBER: 200546644
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 401 NORTH MAIN ST
CITY: WINSTON SALEM
STATE: NC
ZIP: 27102
BUSINESS PHONE: 3367412000
MAIL ADDRESS:
STREET 1: 401 NORTH MAIN ST
CITY: WINSTON SALEM
STATE: NC
ZIP: 27102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KESSLER MURRAY S
CENTRAL INDEX KEY: 0001208563
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32258
FILM NUMBER: 15931502
MAIL ADDRESS:
STREET 1: 714 GREEN VALLEY ROAD
CITY: GREENSBORO
STATE: NC
ZIP: 27408
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-06-12
0001275283
REYNOLDS AMERICAN INC
RAI
0001208563
KESSLER MURRAY S
401 NORTH MAIN STREET
WINSTON-SALEM
NC
27101
1
0
0
0
Common Stock
2015-06-12
4
A
0
77654
A
77654
D
Common Stock
2015-06-12
4
A
0
3604
0
A
81258
D
On 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 (the "Company"), 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"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Lorillard common stock beneficially owned by the reporting person was automatically cancelled and converted into the right to receive (a) $50.50 in cash and (b) 0.2909 of a share of Company common stock.
Upon election to the Company's Board of Directors, each "Eligible Director" of Reynolds American Inc. (Company) is granted an Annual Equity Incentive Award in the form of 4,000 Deferred Stock Units (phantom stock). Under the terms of the Company's Equity Incentive Award Plan (the "Plan") for Directors, each Director is given the option to receive shares of Reynolds American Inc. Common Stock (NYSE trading symbol "RAI") in lieu of receiving Deferred Stock Units. Pursuant to the terms of the Plan, Director elected to receive this prorated Annual grant in the form of 3,604 shares of Issuer's Common Stock.
McDara P. Folan, III, Attorney-in-fact
2015-06-15