Sec Form 4 Filing - British American Tobacco p.l.c. @ 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 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) 07/25/2017 (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 07/25/2017 P 824,757,460 A 1,426,125,631 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 BATUS Holdings Inc 103 FOULK ROAD, SUITE 201-3 WILMINGTON, DE19803 X Signatures /s/ Paul McCrory, Company Secretary, on behalf of British American Tobacco p.l.c. 07/25/2017 Signature of Reporting Person Date /s/ Robert J. Casey, Director, on behalf of Louisville Securities Limited 07/25/2017 Signature of Reporting Person Date /s/ L. Brent Cotton, Director, on behalf of BATUS Holdings Inc. 07/25/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 25, 2017, through a merger between a wholly-owned subsidiary of British American Tobacco p.l.c. ("BAT") and Reynolds American Inc. ("RAI"), each issued and outstanding 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 (1) a number of BAT American depositary shares ("BAT ADSs") representing 0.5260 of an ordinary share, nominal value 25 pence per share, of BAT ("BAT ordinary share") plus (2) $29.44 in cash, without interest. On July 24, 2017, the last trading day for RAI common stock, the closing price of RAI common stock was $65.40 per share, the closing price of a BAT ordinary share was 54.13 pounds sterling and the closing price of a BAT ADS was $69.25. ( 2 )BATUS Holdings Inc. ("BATUS") is the record holder and direct beneficial owner of 824,757,460 shares (the "BATUS owned shares") of RAI common stock. Brown & Williamson Holdings, Inc. ("B&W") is the record and direct beneficial owner of 601,368,171 shares (the "B&W owned shares" and, together with the BATUS owned shares, the "Shares") of RAI common stock. ( 3 )BATUS may be considered to be an indirect beneficial owner of the B&W owned shares by virtue of its direct ownership of all of the equity and voting power of B&W. Louisville Securities Limited ("Louisville") may be considered to be an indirect beneficial owner of the Shares by virtue of its direct ownership of all of the equity and voting power of BATUS and indirect ownership of all of the equity and voting power of B&W. BAT 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 BATUS and B&W. ( 4 )BAT and Louisville disclaim beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that either BAT or Louisville is a beneficial owner of RAI common stock for purposes of Section 16 or for any other purpose. BATUS disclaims beneficial ownership of the B&W owned shares except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that BATUS is a beneficial owner of the B&W owned shares for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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