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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
British American Tobacco p.l.c. GLOBE HOUSE 4 TEMPLE PLACE LONDON, X0 WC2R 2PG |
X | |||
Brown & Williamson Holdings, Inc. 103 FOULK ROAD, SUITE 117 WILMINGTON, DE 19803 |
X |
/s/ Nicola Snook, Company Secretary, on behalf of British American Tobacco p.l.c. | 06/16/2015 | |
**Signature of Reporting Person | Date | |
/s/ Timothy Hazlett, Director, on behalf of Brown & Williamson Holdings, Inc. | 06/16/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is being filed jointly by British American Tobacco p.l.c. ("BAT") and Brown & Williamson Holdings, Inc. ("B&W") with regard to their beneficial ownership of certain shares of common stock, par value $0.0001 per share, of Reynolds American Inc. (the "Issuer"). B&W is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited ("Louisville"). Louisville is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of BAT. |
(2) | Louisville is the record and direct beneficial owner of 77,680,259 shares of common stock of the Issuer (the "Louisville owned shares"), which it acquired on June 12, 2015. B&W is the record and direct beneficial owner of 223,334,019 shares of common stock of the Issuer (the "B&W owned shares" and, together with the Louisville owned shares, the "Shares"). BAT and B&W last filed a Form 4 in relation to their beneficial ownership of the B&W owned shares with the Securities and Exchange Commission (the "SEC") on May 29, 2014. Louisville intends to file a Form 3 with the SEC in relation to its direct beneficial ownership of the Louisville owned shares. |
(3) | Louisville and BATUS Holdings Inc. may be considered to be indirect beneficial owners of the B&W owned shares by virtue of their direct and indirect ownership respectively of all of the equity and voting power of B&W. British-American Tobacco (Holdings) Limited, B.A.T. Industries p.l.c., Weston (2009) Limited, British American Tobacco (2009) Limited, British American Tobacco (1998) Limited and BAT may be considered to be indirect beneficial owners of the Shares by virtue of their direct and indirect ownership of all of the equity and voting power of Louisville and B&W. |