Sec Form 4 Filing - CAMERON SUSAN M. @ REYNOLDS AMERICAN INC - 2017-07-25

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 CAMERON SUSAN M. 2. Issuer Name and Ticker or Trading Symbol REYNOLDS AMERICAN INC [ RAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 401 N MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/25/2017 (Street) WINSTON-SALEM, NC27101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/25/2017 D 641,007 D 0 D

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 Phantom Stock Units $ 0 ( 3 ) 07/25/2017 D 381.09 ( 4 ) ( 4 ) Common Stock 381.09 ( 5 ) 0 D Phantom Stock Units $ 0 ( 3 ) 07/25/2017 D 3,920.41 ( 6 ) ( 6 ) Common Stock 3,920.41 ( 7 ) 953.45 ( 8 ) D Phantom Stock Units $ 0 ( 3 ) 07/25/2017 D 953.45 ( 9 ) ( 9 ) Common Stock 953.45 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAMERON SUSAN M. 401 N MAIN STREET WINSTON-SALEM, NC27101 X Signatures /s/ McDara P. Folan, III, Attorney-in-fact 07/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 with and into RAI, with RAI surviving as an indirect, wholly owned subsidiary of BAT. ( 2 )(Continued from footnote 1) On July 25, 2017, each share of common stock, par value $0.0001 per share, of RAI ("RAI Common Stock") (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). ( 3 )One Phantom Stock Unit represents one share of RAI Common Stock. ( 4 )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. ( 5 )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 BAT ADS, 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"). ( 6 )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. ( 7 )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. ( 8 )Due to a clerical error, the beneficial ownership listed on the Insider's Form 4 filed on July 5, 2017 inadvertently included an additional 1.58 Phantom Stock Units. As of July 5, 2017, the Insider beneficially owned 4,790.45 Phantom Stock Units. ( 9 )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. ( 10 )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.

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