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