SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KESSLER MURRAY S

(Last)

(First)

(Middle)

714 GREEN VALLEY ROAD

(Street)

GREENSBORO

27408

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LORILLARD, LLC [ LO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2015		F⁽¹⁾⁽²⁾		155,937	D	$71.4	266,947	D
Common Stock	06/12/2015		D⁽¹⁾⁽³⁾		266,947	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$27.12	06/12/2015		D⁽¹⁾⁽⁴⁾			34,257	09/13/2011⁽⁵⁾	09/13/2020	Common Stock	34,257	⁽⁴⁾	0	D
Stock Options	$27.353	06/12/2015		D⁽¹⁾⁽⁴⁾			34,257	09/13/2011⁽⁵⁾	09/13/2020	Common Stock	34,257	⁽⁴⁾	0	D
Stock Options	$26.4	06/12/2015		D⁽¹⁾⁽⁴⁾			133,740	02/17/2012⁽⁶⁾	02/17/2021	Common Stock	133,740	⁽⁴⁾	0	D
Stock Options	$31.67	06/12/2015		D⁽¹⁾⁽⁴⁾			34,257	09/13/2011⁽⁵⁾	09/13/2020	Common Stock	34,257	⁽⁴⁾	0	D
Stock Options	$36.29	06/12/2015		D⁽¹⁾⁽⁴⁾			133,734	02/17/2012⁽⁶⁾	02/17/2021	Common Stock	133,734	⁽⁴⁾	0	D
Stock Options	$36.29	06/12/2015		D⁽¹⁾⁽⁴⁾			34,257	09/13/2011⁽⁵⁾	09/13/2020	Common Stock	34,257	⁽⁴⁾	0	D
Stock Options	$36.9	06/12/2015		D⁽¹⁾⁽⁴⁾			133,734	02/17/2012⁽⁶⁾	02/17/2021	Common Stock	133,734	⁽⁴⁾	0	D
Stock Options	$38	06/12/2015		D⁽¹⁾⁽⁴⁾			133,734	02/17/2012⁽⁶⁾	02/17/2021	Common Stock	133,734	⁽⁴⁾	0	D

Explanation of Responses:

1. 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").

2. 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.

3. 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").

4. 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).

5. The stock options vested in four equal annual installments beginning on September 13, 2011.

6. The stock options vest in four equal annual installments beginning on February 17, 2012.

Remarks:

	/s/ Ronald S. Milstein, Attorney-in-fact for Murray S. Kessler	06/15/2015
	** 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).
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