0001209191-15-053306.txt : 20150615 0001209191-15-053306.hdr.sgml : 20150615 20150615162650 ACCESSION NUMBER: 0001209191-15-053306 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: LORILLARD, LLC CENTRAL INDEX KEY: 0001424847 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 131911176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 NORTH MAIN ST. CITY: WINSTON SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 336-741-2000 MAIL ADDRESS: STREET 1: 401 NORTH MAIN ST. CITY: WINSTON SALEM STATE: NC ZIP: 27101 FORMER COMPANY: FORMER CONFORMED NAME: LORILLARD, INC. DATE OF NAME CHANGE: 20080123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor David H. CENTRAL INDEX KEY: 0001425661 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34097 FILM NUMBER: 15931504 MAIL ADDRESS: STREET 1: 714 GREEN VALLEY ROAD CITY: GREENSBORO STATE: NC ZIP: 27408 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-06-12 1 0001424847 LORILLARD, LLC LO 0001425661 Taylor David H. 714 GREEN VALLEY ROAD GREENSBORO NC 27408 0 1 0 0 Executive VP and CFO Common Stock 2015-06-12 4 F 0 32769 71.40 D 48822 D Common Stock 2015-06-12 4 D 0 48822 D 0 D Common Stock 2015-06-12 4 D 0 49551 D 0 I By trust Stock Options 26.40 2015-06-12 4 D 0 13377 D 2021-02-17 Common Stock 13377 0 D Stock Options 36.29 2015-06-12 4 D 0 13374 D 2021-02-17 Common Stock 13374 0 D Stock Options 36.90 2015-06-12 4 D 0 13374 D 2021-02-17 Common Stock 13374 0 D Stock Options 38.00 2015-06-12 4 D 0 13374 D 2021-02-17 Common Stock 13374 0 D Stock Options 25.25 2015-06-12 4 D 0 5226 D 2020-02-24 Common Stock 5226 0 D Stock Options 23.99 2015-06-12 4 D 0 5223 D 2020-02-24 Common Stock 5223 0 D Stock Options 26.77 2015-06-12 4 D 0 5223 D 2020-02-24 Common Stock 5223 0 D Stock Options 27.35 2015-06-12 4 D 0 5223 D 2020-02-24 Common Stock 5223 0 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 ("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"). Represents 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. Pursuant 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"). Shares held in the David Howell Taylor 2011 Revocable Trust, of which the reporting person is the sole trustee and the primary beneficiary. Pursuant 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. 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). The stock options vested in four equal annual installments beginning on February 17, 2012. The stock options vested in four equal annual installments beginning on February 24, 2011. /s/ Ronald S. Milstein, Attorney-in-fact for David H. Taylor 2015-06-15