Edgar Filing: GREENBAUM STUART I

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GREENBAUM STUART I

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)

(Last)

(First)

(Middle)

1370 TIMBERLAKE MANOR PARKWAY

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

(Street)

CHESTERFIELD, MO 63017

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to purchase)

$ 29.94

11/25/2008

J⁽¹⁾

2,183

⁽²⁾

05/26/2009

Class A Common Stock

2,183

⁽¹⁾

Stock Option (right to purchase)

$ 29.94

11/25/2008

J⁽¹⁾

2,183

⁽²⁾

05/26/2009

Common Stock

2,183

⁽¹⁾

2,183

Stock Option (right to purchase)

$ 31.06

11/25/2008

J⁽¹⁾

2,250

⁽³⁾

05/24/2010

Class A Common Stock

2,250

⁽¹⁾

Stock Option (right to purchase)

$ 31.06

11/25/2008

J⁽¹⁾

2,250

⁽³⁾

05/24/2010

Common Stock

2,250

⁽¹⁾

2,250

Stock Option (right to purchase)

$ 35.92

11/25/2008

J⁽¹⁾

3,000

⁽⁴⁾

05/23/2011

Class A Common Stock

3,000

⁽¹⁾

Stock Option (right to purchase)

$ 35.92

11/25/2008

J⁽¹⁾

3,000

⁽⁴⁾

05/23/2011

Common Stock

3,000

⁽¹⁾

3,000

Stock Option (right to purchase)

$ 31.25

11/25/2008

J⁽¹⁾

3,000

⁽⁵⁾

05/22/2012

Class A Common Stock

3,000

⁽¹⁾

Stock Option (right to purchase)

$ 31.25

11/25/2008

J⁽¹⁾

3,000

⁽⁵⁾

05/22/2012

Common Stock

3,000

⁽¹⁾

3,000

Stock Option (right to purchase)

$ 27.29

11/25/2008

J⁽¹⁾

3,000

⁽⁶⁾

01/29/2013

Class A Common Stock

3,000

⁽¹⁾

Stock Option (right to purchase)

$ 27.29

11/25/2008

J⁽¹⁾

3,000

⁽⁶⁾

01/29/2013

Common Stock

3,000

⁽¹⁾

3,000

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

4,863 ⁽⁸⁾

⁽⁹⁾

12/31/2012

Class A Common Stock

4,863

⁽¹⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

4,863 ⁽⁸⁾

⁽⁹⁾

12/31/2012

Common Stock

4,863

⁽¹⁾

4,863 ⁽¹⁰⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

879 ⁽⁸⁾

⁽⁹⁾

01/29/2013

Class A Common Stock

879

⁽¹⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

879 ⁽⁸⁾

⁽⁹⁾

01/29/2013

Common Stock

879

⁽¹⁾

879 ⁽¹⁰⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

1,289 ⁽⁸⁾

⁽⁹⁾

01/28/2014

Class A Common Stock

1,289

⁽¹⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

1,289 ⁽⁸⁾

⁽⁹⁾

01/28/2014

Common Stock

1,289

⁽¹⁾

1,289 ⁽¹⁰⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

420 ⁽⁸⁾

⁽⁹⁾

01/27/2015

Class A Common Stock

420

⁽¹⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

420 ⁽⁸⁾

⁽⁹⁾

01/27/2015

Common Stock

420

⁽¹⁾

420 ⁽¹⁰⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

1,069 ⁽⁸⁾

⁽⁹⁾

01/26/2017

Class A Common Stock

1,069

⁽¹⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

1,069 ⁽⁸⁾

⁽⁹⁾

01/26/2017

Common Stock

1,069

⁽¹⁾

1,069 ⁽¹⁰⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

3,217 ⁽⁸⁾

⁽⁹⁾

01/23/2018

Class A Common Stock

3,217

⁽¹⁾

Phantom Stock

⁽⁷⁾

11/25/2008

J⁽¹⁾

3,217 ⁽⁸⁾

⁽⁹⁾

01/23/2018

Common Stock

3,217

⁽¹⁾

3,217 ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GREENBAUM STUART I 1370 TIMBERLAKE MANOR PARKWAY CHESTERFIELD, MO 63017	X

Signatures

/s/ William Hutton by power of attorney		11/26/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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