BOEHNER John A. 4
4 · REYNOLDS AMERICAN INC · Filed Jul 26, 2017
Insider Transaction Report
Form 4
BOEHNER John A.
Director
Transactions
- Disposition to Issuer
Phantom Stock Units
2017-07-25−878.32→ 0 totalExercise: $0.00→ Common Stock (878.32 underlying) - Disposition to Issuer
Phantom Stock Units
2017-07-25−576.14→ 0 totalExercise: $0.00→ Common Stock (576.14 underlying) - Disposition to Issuer
Phantom Stock Units
2017-07-25−13,286.19→ 576.14 totalExercise: $0.00→ Common Stock (13,286.19 underlying)
Footnotes (8)
- [F1]One Phantom Stock Unit represents one share of common stock, par value $0.0001 per share, of Reynolds American Inc. ("RAI").
- [F2]Under the Deferred Compensation Plan for Directors of RAI, these Phantom Stock Units were acquired upon the deferral by the reporting person (the "Insider") of portions of the Insider's cash compensation, accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash upon termination of the Insider's service with RAI.
- [F3]On January 16, 2017, 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 with and into RAI, with RAI surviving as an indirect, wholly owned subsidiary of BAT.
- [F4](Continued from footnote 3) On July 25, 2017, each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive a number of deferred stock units, each tracking the value of one American depositary share of BAT (a "BAT ADS") (representing one ordinary share, par value 25 pence per share, of BAT), equal to the sum 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 (the "BAT ADS July 24 Closing Price").
- [F5]These Phantom Stock Units were acquired as initial, annual or pro rata annual awards under the Equity Incentive Plan for Directors of RAI (the "EIAP"), accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash or RAI Common Stock in accordance with the Insider's written election.
- [F6]Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive, as chosen by the Insider, a cash payment equal to the sum of (a) $29.44 and (b) 0.5260 multiplied by the BAT ADS July 24 Closing Price.
- [F7]These Phantom Stock Units were awarded on a quarterly basis under the EIAP, accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash upon termination of the Insider's service with RAI.
- [F8]Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive a cash payment equal to the sum of (a) $29.44 and (b) 0.5260 multiplied by the BAT ADS July 24 Closing Price.