Filing Details

---

 

---

 

 

CUSIP No. 761713106

 

1	NAMES OF REPORTING PERSONS
	BATUS Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF, WC, BK and OO
5	CHECK BOX IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			601,368,171*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			601,368,171*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	601,368,171*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	42.2%
14	TYPE OF REPORTING PERSON
	CO

 

* Consists of an aggregate of 601,368,171 shares of common stock of Reynolds American Inc. held by Brown & Williamson Holdings, Inc. (“B&W”). B&W is a wholly owned subsidiary of BATUS Holdings Inc. (“BATUS”).

 

1	NAMES OF REPORTING PERSONS
	Louisville Securities Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF, WC, BK and OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			601,368,171*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			601,368,171*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	601,368,171*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	42.2%
14	TYPE OF REPORTING PERSON
	CO

 

1	NAMES OF REPORTING PERSONS
	British American Tobacco p.l.c.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF, WC, BK and OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			601,368,171*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			601,368,171*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	601,368,171*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	42.2%
14	TYPE OF REPORTING PERSON
	CO

 

 

This statement constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D (the “Original Schedule 13D” and, as amended, the “Amended Schedule 13D”) filed with the Securities and Exchange Commission on June 19, 2015, amended by Amendment No. 1 filed on July 26, 2016, Amendment No. 2 filed on September 15, 2016, Amendment No. 3 filed on October 21, 2016, Amendment No. 4 filed on January 17, 2017 and Amendment No. 5 filed on June 8, 2017, relating to the shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Reynolds American Inc., a North Carolina corporation (the “Issuer”), beneficially owned by Brown & Williamson Holdings, Inc. (“B&W”), BATUS Holdings Inc. (“BATUS”), Louisville Securities Limited (“Louisville”) and British American Tobacco p.l.c. (“BAT”). This Amendment No. 6 amends the Amended Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 6 have the meanings assigned to them in the Amended Schedule 13D, except that the term “BAT Entities” shall be deemed to include each of the entities identified on Schedule A attached hereto.

ITEM 2. IDENTITY AND BACKGROUND

Paragraphs (a), (b) and (c) of Item 2 of the Amended Schedule 13D are hereby deleted in their entirety and replaced with the following:

This statement is being filed jointly by B&W, BATUS, Louisville and BAT (together, the “Reporting Persons”). Each of the Reporting Persons is party to that certain Joint Filing Agreement, as amended by that certain Joinder Agreement, as further described in Item 6.

The name, state or other place of organization and address of the principal office of each of the Reporting Persons and the other BAT Entities are set forth on Schedule A attached hereto and are incorporated herein by reference. The principal business of the BAT Entities is the manufacture, sale and marketing of cigarettes, roll your own and make your own tobacco, cigars, snus and a range of innovative new tobacco and nicotine based products such as e-cigarettes, medicinal nicotine products and tobacco heating products.

The name, citizenship, business address, present principal occupation or employment, and the name, business address and principal business of any corporation or other organization in which such employment is conducted, of each director and executive officer of the BAT Entities (collectively referred to herein as the “BAT Directors and Officers”) are set forth on Schedule B attached hereto and incorporated herein by reference.

Paragraph (d) of Item 2 of the Amended Schedule 13D is hereby deleted in its entirety and replaced with the following:

During the last five years, neither any of the BAT Entities nor, to the knowledge of the Reporting Persons, any of the directors of BAT, members of the management board of the BAT Group, or directors and executive officers of B&W, BATUS and Louisville, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), except for Ricardo Oberlander, who, together with British American Tobacco France (“BAT France”), was found by the Court of First Instance of the Judicial District of Nanterre, France to have violated French criminal law relating to the illegal advertising of tobacco or tobacco products in his capacity as President of BAT France on October 5, 2012. Mr. Oberlander was found guilty on the basis that, as the President of BAT France, he was primarily involved in the campaign at issue. Mr. Oberlander was ordered to pay a sum of 5,000 euro in relation to such criminal charges and was also ordered to pay, jointly with BAT France, 20,000 euro in damages and interest and 2,000 euro in relation to the corresponding civil action brought by the association The Rights of Non-Smokers (Les Droits des Non-Fumeurs). On September 12, 2013, the criminal chamber of the Court of Appeal of Versailles confirmed the criminal conviction decided in first instance against Mr. Oberlander.

Paragraph (e) of Item 2 of the Amended Schedule 13D is hereby deleted in its entirety and replaced with the following:

During the last five years, neither any of the BAT Entities nor, to the knowledge of the Reporting Persons, any of the directors of BAT, members of the management board of the BAT Group, or directors and executive officers of B&W, BATUS and Louisville, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

July 19, 2017

 

	Brown & Williamson Holdings, Inc.
	By:	/s/ Timothy J. Hazlett
		Name: Timothy J. Hazlett
		Title:    Director

 

 

	BATUS Holdings Inc.
	By:	/s/ L. Brent Cotton
		Name: L. Brent Cotton
		Title:   President

 

	Louisville Securities Limited
	By:	/s/ Steve Dale
		Name: Steve Dale
		Title:   Director

 

	British American Tobacco p.l.c.
	By:	/s/ Paul McCrory
		Name: Paul McCrory
		Title:   Company Secretary

SCHEDULE A

BAT ENTITIES

SCHEDULE B

BAT DIRECTORS AND OFFICERS

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)	Country of Citizenship	Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Nicandro Durante	Brazil and Italy	Chief Executive of BAT.
J. Benedict Stevens	United Kingdom	Finance Director of BAT.
Richard G. W. Burrows	Republic of Ireland	Chairman and Non-Executive Director of BAT.
Sue Farr   62 Buckingham Gate, London, SW1E 6AJ, United Kingdom	United Kingdom	Special Advisor at Chime Communications Limited, whose business address is 62 Buckingham Gate, London, SW1E 6AJ, United Kingdom, and whose principal business is sport and entertainment communications.
Ann F. Godbehere	United Kingdom and Canada	Non-Executive Director of BAT.   Non-Executive Director of Rio Tinto plc, whose business address is 120 Collins Street, Melbourne, Australia 3000, and whose principal business is metals and mining, and Rio Tinto Limited, whose business address is St. James’s Square, London, SW1Y 4AD, United Kingdom, and whose principal business is metals and mining.   Non-Executive Director of UBS Group AG, whose business address is Bahnhofstrasse 45, CH-8001, Zurich, Switzerland, and whose principal business is banking, and UBS AG, whose business address is Bahnhofstrasse 45, CH-8001, Zurich, Switzerland and Aeschenvorstadt 1, CH-4051, Basel, Switzerland, and whose principal business is banking.
Savio Kwan   Hong Kong, 66Fl, HighCliff, 41D Stubbs Road, Hong Kong	United Kingdom	Co-Founder and Chief Executive Officer of A&K Consulting Co Ltd, whose business address is 19th Floor, 3, Lockhart Road, Wan Chai, Hong Kong, and whose principal business is the provision of consultancy services to entrepreneurs and their start-up businesses in China.