Louisville Securities Form 4 REYNOLDS AMERICAN / American Tobacco p.l.c. British ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

British American Tobacco p.l.c.

(Last) (First) (Middle)

GLOBE HOUSE

4 TEMPLE PLACE

(Street)

LONDON X0 WC2R 2PG

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

British American Tobacco p.l.c.

(Last) (First) (Middle)

GLOBE HOUSE

4 TEMPLE PLACE

(Street)

LONDON X0 WC2R 2PG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Louisville Securities Ltd

(Last) (First) (Middle)

GLOBE HOUSE

4 TEMPLE PLACE

(Street)

LONDON X0 WC2R 2PG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brown & Williamson Holdings, Inc.

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 117

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

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.

	/s/ Nicola Snook, Company Secretary, on behalf of British American Tobacco p.l.c.	09/29/2016
	/s/ Steve Dale, Director, on behalf of Louisville Securities Limited	09/29/2016
	/s/ Timothy J. Hazlett, Director, on behalf of Brown & Williamson Holdings, Inc.	09/29/2016
	** Signature of Reporting Person	Date
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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