4//SEC Filing
CALDWELL LISA J 4
Accession 0000899243-17-019019
CIK 0001275283other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 4:10 PM ET
Size
22.7 KB
Accession
0000899243-17-019019
Insider Transaction Report
Form 4
CALDWELL LISA J
EVP Human Resources
Transactions
- Award
Common Stock
2017-07-25+22,652→ 48,546 total - Disposition to Issuer
Common Stock
2017-07-25−1,040→ 0 total(indirect: By Spouse) - Award
Common Stock
2017-07-25+18,119→ 18,119 total - Award
Common Stock
2017-07-25+1,040→ 1,697 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2017-07-25−48,546→ 0 total - Award
Common Stock
2017-07-25+25,894→ 25,894 total - Award
Common Stock
2017-07-25+657→ 657 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2017-07-25−39,674→ 0 total - Disposition to Issuer
Common Stock
2017-07-25−657→ 1,040 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2017-07-25−18,119→ 0 total
Footnotes (7)
- [F1]On January 16, 2017, Reynolds American Inc. ("RAI"), British American Tobacco p.l.c. ("BAT"), BATUS Holdings Inc., an indirect, wholly owned subsidiary of BAT, and Flight Acquisition Corporation, an indirect, wholly owned subsidiary of BAT ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), as it and the plan of merger contained therein were amended as of June 8, 2017, pursuant to which, on July 25, 2017, Merger Sub merged (the "Merger") with and into RAI, with RAI surviving as an indirect, wholly owned subsidiary of BAT.
- [F2](Continued from footnote 1) On July 25, 2017, each share of common stock, par value $0.0001 per share, of RAI (other than shares owned by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (a) $29.44 in cash and (b) 0.5260 of one American depositary share of BAT (a "BAT ADS") (representing one ordinary share, par value 25 pence per share, of BAT) (collectively, the "Merger Consideration").
- [F3]Reflects performance shares deemed earned at a 118% achievement level under 2015 performance share awards in connection with the Merger based on the target award opportunity, the average of the 2015 Annual Incentive Award Program ("AIAP") score with the 2016 AIAP score and a score of 100% under the 2017 AIAP, pro-rated based on the number of days from the grant date of such awards through July 25, 2017.
- [F4]Reflects performance shares deemed earned at a 104% achievement level under 2016 performance share awards in connection with the Merger based on the target award opportunity, the average of the 2016 AIAP score with a score of 100% under the 2017 AIAP and a score of 100% under the 2018 AIAP.
- [F5]As a result of the transactions described in the Merger Agreement, each of these performance shares deemed earned in connection with the Merger was automatically converted into the right to receive the Merger Consideration, plus any dividend equivalents.
- [F6]Reflects performance shares deemed earned at a 100% achievement level under 2017 performance share awards in connection with the Merger based on the target award opportunity.
- [F7]As a result of the transactions described in the Merger Agreement, each of these performance shares was automatically converted into the right to receive a number of performance-based stock units, each tracking the value of one BAT ADS, equal to the sum (rounded down to the nearest whole BAT ADS, plus cash for any fractional BAT ADS) of (a) 0.5260 and (b) the quotient of (i) $29.44 divided by (ii) the closing price ($69.25) of one BAT ADS on July 24, 2017 as reported on the New York Stock Exchange, and otherwise subject to substantially the same terms and conditions as were applicable prior to the Merger, including any applicable vesting criteria.
Documents
Issuer
REYNOLDS AMERICAN INC
CIK 0001275283
Entity typeother
Related Parties
1- filerCIK 0001379325
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 4:10 PM ET
- Size
- 22.7 KB