4//SEC Filing
LORILLARD, LLC 4
Accession 0001209191-15-053265
CIK 0001424847operating
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 4:18 PM ET
Size
26.5 KB
Accession
0001209191-15-053265
Insider Transaction Report
Form 4
Milstein Ronald S.
Senior VP, GC and Secretary
Transactions
- Disposition to Issuer
Stock Options
2015-06-12−20,058→ 0 totalExercise: $36.29Exp: 2021-02-17→ Common Stock (20,058 underlying) - Disposition to Issuer
Stock Options
2015-06-12−20,058→ 0 totalExercise: $38.00Exp: 2021-02-17→ Common Stock (20,058 underlying) - Disposition to Issuer
Stock Options
2015-06-12−11,751→ 0 totalExercise: $26.77Exp: 2020-02-24→ Common Stock (11,751 underlying) - Disposition to Issuer
Stock Options
2015-06-12−20,067→ 0 totalExercise: $26.40Exp: 2021-02-17→ Common Stock (20,067 underlying) - Disposition to Issuer
Stock Options
2015-06-12−11,751→ 0 totalExercise: $23.99Exp: 2020-02-24→ Common Stock (11,751 underlying) - Disposition to Issuer
Stock Options
2015-06-12−15,666→ 0 totalExercise: $27.35Exp: 2020-02-24→ Common Stock (15,666 underlying) - Tax Payment
Common Stock
2015-06-12$71.40/sh−23,031$1,644,413→ 78,363 total - Disposition to Issuer
Common Stock
2015-06-12−78,363→ 0 total - Disposition to Issuer
Stock Options
2015-06-12−11,757→ 0 totalExercise: $25.25Exp: 2020-02-24→ Common Stock (11,757 underlying) - Disposition to Issuer
Stock Options
2015-06-12−20,058→ 0 totalExercise: $36.90Exp: 2021-02-17→ Common Stock (20,058 underlying)
Footnotes (6)
- [F1]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").
- [F2]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.
- [F3]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").
- [F4]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).
- [F5]The stock options vest in four equal annual installments beginning on February 17, 2012.
- [F6]The stock options vested in four equal annual installments beginning on February 24, 2011.
Documents
Issuer
LORILLARD, LLC
CIK 0001424847
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001424847
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 4:18 PM ET
- Size
- 26.5 KB