SEC Filing | Reinsurance Group of America, Inc

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREENBAUM STUART I

(Last)

(First)

(Middle)

1370 TIMBERLAKE MANOR PARKWAY

(Street)

CHESTERFIELD

63017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REINSURANCE GROUP OF AMERICA INC [ RGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/25/2008		J⁽¹⁾	V	11,200	D	⁽¹⁾	0	D
Common Stock	11/25/2008		J⁽¹⁾	V	11,200	A	⁽¹⁾	11,200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to purchase)	$29.94	11/25/2008		J⁽¹⁾	V		2,183	⁽²⁾	05/26/2009	Class A Common Stock	2,183	⁽¹⁾	0	D
Stock Option (right to purchase)	$29.94	11/25/2008		J⁽¹⁾	V	2,183		⁽²⁾	05/26/2009	Common Stock	2,183	⁽¹⁾	2,183	D
Stock Option (right to purchase)	$31.06	11/25/2008		J⁽¹⁾	V		2,250	⁽³⁾	05/24/2010	Class A Common Stock	2,250	⁽¹⁾	0	D
Stock Option (right to purchase)	$31.06	11/25/2008		J⁽¹⁾	V	2,250		⁽³⁾	05/24/2010	Common Stock	2,250	⁽¹⁾	2,250	D
Stock Option (right to purchase)	$35.92	11/25/2008		J⁽¹⁾	V		3,000	⁽⁴⁾	05/23/2011	Class A Common Stock	3,000	⁽¹⁾	0	D
Stock Option (right to purchase)	$35.92	11/25/2008		J⁽¹⁾	V	3,000		⁽⁴⁾	05/23/2011	Common Stock	3,000	⁽¹⁾	3,000	D
Stock Option (right to purchase)	$31.25	11/25/2008		J⁽¹⁾	V		3,000	⁽⁵⁾	05/22/2012	Class A Common Stock	3,000	⁽¹⁾	0	D
Stock Option (right to purchase)	$31.25	11/25/2008		J⁽¹⁾	V	3,000		⁽⁵⁾	05/22/2012	Common Stock	3,000	⁽¹⁾	3,000	D
Stock Option (right to purchase)	$27.29	11/25/2008		J⁽¹⁾	V		3,000	⁽⁶⁾	01/29/2013	Class A Common Stock	3,000	⁽¹⁾	0	D
Stock Option (right to purchase)	$27.29	11/25/2008		J⁽¹⁾	V	3,000		⁽⁶⁾	01/29/2013	Common Stock	3,000	⁽¹⁾	3,000	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V		4,863⁽⁸⁾	⁽⁹⁾	12/31/2012	Class A Common Stock	4,863	⁽¹⁾	0	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V	4,863⁽⁸⁾		⁽⁹⁾	12/31/2012	Common Stock	4,863	⁽¹⁾	4,863⁽¹⁰⁾	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V		879⁽⁸⁾	⁽⁹⁾	01/29/2013	Class A Common Stock	879	⁽¹⁾	0	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V	879⁽⁸⁾		⁽⁹⁾	01/29/2013	Common Stock	879	⁽¹⁾	879⁽¹⁰⁾	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V		1,289⁽⁸⁾	⁽⁹⁾	01/28/2014	Class A Common Stock	1,289	⁽¹⁾	0	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V	1,289⁽⁸⁾		⁽⁹⁾	01/28/2014	Common Stock	1,289	⁽¹⁾	1,289⁽¹⁰⁾	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V		420⁽⁸⁾	⁽⁹⁾	01/27/2015	Class A Common Stock	420	⁽¹⁾	0	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V	420⁽⁸⁾		⁽⁹⁾	01/27/2015	Common Stock	420	⁽¹⁾	420⁽¹⁰⁾	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V		1,069⁽⁸⁾	⁽⁹⁾	01/26/2017	Class A Common Stock	1,069	⁽¹⁾	0	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V	1,069⁽⁸⁾		⁽⁹⁾	01/26/2017	Common Stock	1,069	⁽¹⁾	1,069⁽¹⁰⁾	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V		3,217⁽⁸⁾	⁽⁹⁾	01/23/2018	Class A Common Stock	3,217	⁽¹⁾	0	D
Phantom Stock	⁽⁷⁾	11/25/2008		J⁽¹⁾	V	3,217⁽⁸⁾		⁽⁹⁾	01/23/2018	Common Stock	3,217	⁽¹⁾	3,217⁽¹⁰⁾	D

Explanation of Responses:

1. Pursuant to Rule 16b-7 (also under Rule 16b-3(d) and (e)), each share of Class A Common Stock was redesignated as one share of Common Stock.

2. The options were granted on May 26, 1999 and vest in 20% increments on May 26, 2000, 2001, 2002, 2003 and 2004.

3. The options were granted on May 24, 2000 and vest in 20% increments on May 24, 2001, 2002, 2003, 2004 and 2005.

4. The options were granted on May 23, 2001 and vest in 20% increments on May 23, 2002, 2003, 2004, 2005 and 2006.

5. The options were granted on May 22, 2002 and vest in 20% increments on May 22, 2003, 2004, 2005, 2006 and 2007.

6. The options were granted on January 29, 2003 and vest in 20% increments on January 29, 2004, 2005, 2006, 2007 and 2008.

7. 1 for 1 based upon fair market value for Common Stock.

8. Acquired in lieu of cash payment and stock grant for director's annual retainer and meeting fees.

9. Vests on the earlier of (i) 10 years from the last day of the plan year in which the phantom unit is granted or (ii) the holder's retirement. Payable in cash or common stock at the election of the Board.

10. Mr. Greenbaum beneficially owns a total of 11,737 phantom shares of various classes.

	/s/ William Hutton by power of attorney	11/26/2008
	** 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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