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^*

Bartlett William J

(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)
09/12/2008

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)
Common Stock	09/12/2008		J⁽¹⁾	V	5,500	D	⁽¹⁾	0	D
Class A Common Stock	09/12/2008		J⁽¹⁾	V	5,500	A	⁽¹⁾	5,500	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)
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V		358⁽³⁾	⁽⁴⁾	05/26/2014	Common Stock	358	⁽¹⁾	0	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V	358⁽³⁾		⁽⁴⁾	05/26/2014	Class A Common Stock	358	⁽¹⁾	358⁽⁵⁾	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V		701⁽³⁾	⁽⁴⁾	01/27/2015	Common Stock	701	⁽¹⁾	0	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V	701⁽³⁾		⁽⁴⁾	01/27/2015	Class A Common Stock	701	⁽¹⁾	701⁽⁵⁾	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V		764⁽³⁾	⁽⁴⁾	04/22/2015	Common Stock	764	⁽¹⁾	0	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V	764⁽³⁾		⁽⁴⁾	04/22/2015	Class A Common Stock	764	⁽¹⁾	764⁽⁵⁾	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V		2,730⁽³⁾	⁽⁴⁾	01/26/2016	Common Stock	2,730	⁽¹⁾	0	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V	2,730⁽³⁾		⁽⁴⁾	01/26/2016	Class A Common Stock	2,730	⁽¹⁾	2,730⁽⁵⁾	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V		1,078⁽³⁾	⁽⁴⁾	01/26/2017	Common Stock	1,078	⁽¹⁾	0	D
Phantom Stock	⁽²⁾	09/12/2008		J⁽¹⁾	V	1,078⁽³⁾		⁽⁴⁾	01/26/2017	Class A Common Stock	1,078	⁽¹⁾	1,078⁽⁵⁾	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 (also under Rule 16b-3(d) and (e)), each share of Common Stock was reclassified into one share of Class A Common Stock.

2. 1 for 1 based upon fair market value for Class A Common Stock.

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

4. 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.

5. Mr. Bartlett beneficially owns a total of 5,631 phantom shares of various classes.

	/s/ William Hutton as power of attorney	09/30/2008
	** 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).
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.