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