SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Mayrhofer Chris

(Last) (First) (Middle)
C/O REYNOLDS CONSUMER PRODUCTS INC.
1900 W. FIELD COURT

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2020
3. Issuer Name and Ticker or Trading Symbol
Reynolds Consumer Products Inc. [ REYN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President and Controller
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units (1) (1) Common Stock 3,126 (2) D
Restricted Stock Units (3) (3) Common Stock 3,126 (4) D
Explanation of Responses:
1. On March 5, 2020, the reporting person was granted performance-based PSUs, with the number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2020 - 2022. Subject to the satisfaction of the performance conditions, the PSUs vest on March 5, 2023.
2. Each performance share unit ("PSU") represents a contingent right to receive one share of Reynolds Consumer Products Inc. common stock.
3. The RSUs vest as follows: 1,042 of the RSUs vest on March 5, 2021; 1,042 of the RSUs vest on March 5, 2022; and 1,042 of the RSUs vest on March 5, 2023.
4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Reynolds Consumer Products Inc. common stock.
Remarks:
Tracy L. Whitman, Attorney-in-Fact for Chris Mayrhofer 04/28/2020
** 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 5 (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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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of C. David Watson and Tracy L. Whitman as the undersigned's true and
lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or member of the Board of Directors of Reynolds Consumer
Products Inc. (the "Company"), Forms 3, 4 and 5, including any amendments
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules and regulations thereunder (the "Exchange Act");

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto and timely file such
form with the United States Securities and Exchange Commission and the
applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by any of such attorneys-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as any of such
attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to act separately and to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of any of such
attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of April, 2020.

Signature: /s/ Chris Mayrhofer
Name: Chris Mayrhofer