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 *

Taylor David H.
2. Issuer Name and Ticker or Trading Symbol

LORILLARD, LLC [ LO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP and CFO
(Last)          (First)          (Middle)

714 GREEN VALLEY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/12/2015
(Street)

GREENSBORO, NC 27408
(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   6/12/2015     F (1) (2)    32769   D $71.40   48822   D    
Common Stock   6/12/2015     D (1) (3)    48822   D   (3) 0   D    
Common Stock   6/12/2015     D (1) (3)    49551   D   (3) 0   I   By trust   (4)

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
Stock Options   $26.40   6/12/2015     D   (1) (5)       13377      (6) 2/17/2021   Common Stock   13377     (5) 0   D    
Stock Options   $36.29   6/12/2015     D   (1) (5)       13374      (6) 2/17/2021   Common Stock   13374     (5) 0   D    
Stock Options   $36.90   6/12/2015     D   (1) (5)       13374      (6) 2/17/2021   Common Stock   13374     (5) 0   D    
Stock Options   $38.00   6/12/2015     D   (1) (5)       13374      (6) 2/17/2021   Common Stock   13374     (5) 0   D    
Stock Options   $25.25   6/12/2015     D   (1) (5)       5226      (7) 2/24/2020   Common Stock   5226     (5) 0   D    
Stock Options   $23.99   6/12/2015     D   (1) (5)       5223      (7) 2/24/2020   Common Stock   5223     (5) 0   D    
Stock Options   $26.77   6/12/2015     D   (1) (5)       5223      (7) 2/24/2020   Common Stock   5223     (5) 0   D    
Stock Options   $27.35   6/12/2015     D   (1) (5)       5223      (7) 2/24/2020   Common Stock   5223     (5) 0   D    

Explanation of Responses:
( 1)  On June 12, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 15, 2014 (the "Merger Agreement"), by and among Lorillard, Inc., a Delaware corporation ("Lorillard"), Reynolds American Inc., a North Carolina corporation ("RAI"), and Lantern Acquisition Co., a Delaware corporation and wholly owned subsidiary of RAI ("Merger Sub"), Merger Sub merged with and into Lorillard with Lorillard surviving as a wholly owned subsidiary of RAI (the "Merger").
( 2)  Represents the restricted shares withheld by Lorillard to satisfy the reporting person's tax liability resulting from the accelerated vesting of restricted stock awards held by the reporting person at the effective time of the Merger.
( 3)  Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Lorillard common stock beneficially owned by the reporting person was automatically canceled and converted into the right to receive (i) $50.50 in cash (the "Cash Consideration") and (ii) 0.2909 of a share of RAI common stock (the "Stock Consideration").
( 4)  Shares held in the David Howell Taylor 2011 Revocable Trust, of which the reporting person is the sole trustee and the primary beneficiary.
( 5)  Pursuant to the terms of the Merger Agreement, each outstanding option to purchase Lorillard common stock beneficially owned by the reporting person was canceled in exchange for the right to receive a cash payment equal to the number of shares of Lorillard common stock subject to the option multiplied by the excess of the Equity Award Consideration over the applicable exercise price per share of the option. Pursuant to the Merger Agreement, for purposes of this calculation, "Equity Award Consideration" means the sum of the Cash Consideration and an amount equal to the product of (i) the Stock Consideration and (ii) the volume weighted average per share price of RAI common stock on the New York Stock Exchange (as reported by Bloomberg L.P.) for the five consecutive trading days ending on the third business day prior to the effective time of the Merger ($72.2977 per share).
( 6)  The stock options vested in four equal annual installments beginning on February 17, 2012.
( 7)  The stock options vested in four equal annual installments beginning on February 24, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Taylor David H.
714 GREEN VALLEY ROAD
GREENSBORO, NC 27408


Executive VP and CFO

Signatures
/s/ Ronald S. Milstein, Attorney-in-fact for David H. Taylor 6/15/2015
** 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).
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