FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fawley Daniel A 		2. Issuer Name and Ticker or Trading Symbol

REYNOLDS AMERICAN INC [ RAI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP & Treasurer
(Last)          (First)          (Middle)

401 N MAIN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/25/2017
(Street)

WINSTON-SALEM, NC 27101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/25/2017     D    69160   D   (1) (2) 0   D    
Common Stock   7/25/2017     A    12406   (3) A   (3) 12406   (3) D    
Common Stock   7/25/2017     A    10135   (4) A   (4) 22541   (3) (4) D    
Common Stock   7/25/2017     D    22541   (3) (4) D   (5) 0   D    
Common Stock   7/25/2017     A    8343   (6) A   (6) 8343   (6) D    
Common Stock   7/25/2017     D    8343   (6) D   (7) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

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 (the "Merger") 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 (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) (collectively, the "Merger Consideration").
(3)  Reflects performance shares deemed earned at a 118% achievement level under 2015 performance share awards in connection with the Merger based on the target award opportunity, the average of the 2015 Annual Incentive Award Program ("AIAP") score with the 2016 AIAP score and a score of 100% under the 2017 AIAP, pro-rated based on the number of days from the grant date of such awards through July 25, 2017.
(4)  Reflects performance shares deemed earned at a 104% achievement level under 2016 performance share awards in connection with the Merger based on the target award opportunity, the average of the 2016 AIAP score with a score of 100% under the 2017 AIAP and a score of 100% under the 2018 AIAP.
(5)  As a result of the transactions described in the Merger Agreement, each of these performance shares deemed earned in connection with the Merger was automatically converted into the right to receive the Merger Consideration, plus any dividend equivalents.
(6)  Reflects performance shares deemed earned at a 100% achievement level under 2017 performance share awards in connection with the Merger based on the target award opportunity.
(7)  As a result of the transactions described in the Merger Agreement, each of these performance shares was automatically converted into the right to receive a number of performance-based stock units, each tracking the value of one BAT ADS, equal to the sum (rounded down to the nearest whole BAT ADS, plus cash for any fractional BAT ADS) 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, and otherwise subject to substantially the same terms and conditions as were applicable prior to the Merger, including any applicable vesting criteria.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fawley Daniel A
401 N MAIN STREET
WINSTON-SALEM, NC 27101

SVP & Treasurer

Signatures
/s/ McDara P. Folan, III, Attorney-in-fact 7/26/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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