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Form 3 Reynolds Consumer Produc For: Apr 29 Filed by: Miller Valerie Elizabeth

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May 7, 2021 4:31 PM EDT
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 *
Miller Valerie Elizabeth
(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)
04/29/2021 		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)
EVP-HR
 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)
Common Stock 38
D
 
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 167 (2) D  
Performance Share Units   (3)   (3) Common Stock 2,730 (2) D  
Restricted Stock Units   (4)   (4) Common Stock 112 (5) D  
Restricted Stock Units   (6)   (6) Common Stock 2,730 (5) D  
Explanation of Responses:
1. On March 5, 2020, the reporting person was granted performance stock units ("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 PSU represents a contingent right to receive one share of Reynolds Consumer Products Inc. common stock.
3. On February 1, 2021, the reporting person was granted 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 2021 - 2023. Subject to the satisfaction of the performance conditions, the PSUs vest on February 1, 2024.
4. The restricted stock units ("RSUs") vest as follows: 56 of the RSUs vest on March 5, 2022; and 56 of the RSUs vest on March 5, 2023.
5. Each RSU represents a contingent right to receive one share of Reynolds Consumer Products Inc. common stock.
6. The RSUs vest as follows: 910 of the RSUs vest on February 1, 2022; 910 of the RSUs vest on February 1, 2023; and 910 of the RSUs vest on February 1, 2024.
Remarks:
Exhibit 24 - Power of Attorney
C. David Watson, Attorney-in-Fact for Valerie E. Miller (Power of Attorney filed herewith) 05/07/2021
** 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 Number.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of C. David Watson, Dawn Phillips, Katrina
Hernandez and Christine G. Long 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"), Form ID
and 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 ID and 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/her 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 Form ID and 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 27 day of April, 2021.

/s/ Valerie E. Miller
Name: Valerie E. Miller

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