Sec Form 4 Filing - British American Tobacco p.l.c. @ REYNOLDS AMERICAN INC - 2016-09-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
British American Tobacco p.l.c.
2. Issuer Name and Ticker or Trading Symbol
REYNOLDS AMERICAN INC [ RAI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
GLOBE HOUSE, 4 TEMPLE PLACE
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2016
(Street)
LONDON, X0WC2R 2PG
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 09/28/2016 S 660,385 D $ 48.03 601,368,171 I See footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
British American Tobacco p.l.c.
GLOBE HOUSE
4 TEMPLE PLACE
LONDON, X0WC2R 2PG
X
Louisville Securities Ltd
GLOBE HOUSE
4 TEMPLE PLACE
LONDON, X0WC2R 2PG
X
Brown & Williamson Holdings, Inc.
103 FOULK ROAD, SUITE 117
WILMINGTON, DE19803
X
Signatures
/s/ Nicola Snook, Company Secretary, on behalf of BritishAmerican Tobacco p.l.c. 09/29/2016
Signature of Reporting Person Date
/s/ Steve Dale, Director, on behalf of Louisville Securities Limited 09/29/2016
Signature of Reporting Person Date
/s/ Timothy J. Hazlett, Director, on behalf of Brown & WilliamsonHoldings, Inc. 09/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Louisville Securities Limited ("Louisville") is the record and direct beneficial owner of 154,700,133 shares (the "Louisville owned shares") of common stock ("Common Stock"), par value $0.0001 per share, of Reynolds American Inc. Brown & Williamson Holdings, Inc. ("B&W") is the record and direct beneficial owner of 446,668,038 shares (the "B&W owned shares" and, together with the Louisville owned shares, the "Shares") of Common Stock.
( 2 )Louisville may be considered to be an indirect beneficial owner of the B&W owned shares by virtue of its indirect ownership of all of the equity and voting power of B&W. British American Tobacco p.l.c. may be considered to be an indirect beneficial owner of the Shares by virtue of its indirect ownership of all the equity and voting power of Louisville and B&W.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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