Edgar Filing: REINSURANCE GROUP OF AMERICA INC

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 ^*

GENERAL AMERICAN LIFE INSURANCE CO

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)

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

(Last)

(First)

(Middle)

13045 TESSON FERRY ROAD,

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2008

(Street)

ST. LOUIS, MO 63128

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾		32,243,539	D	$ 0	0	D ⁽⁶⁾
Class A common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾		32,243,539	A	$ 0	32,243,539	D ⁽⁶⁾
Class A common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾		29,243,539	D	$ 0	3,000,000	D ⁽⁶⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾		29,243,539	A	$ 0	29,243,539	D ⁽⁶⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾⁽²⁾		29,243,539	D	⁽⁴⁾	0	D ⁽⁶⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾⁽²⁾		29,243,539	A	⁽⁴⁾	29,243,539	D ⁽⁷⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾⁽²⁾		29,243,539	D	⁽⁴⁾	0	D ⁽⁷⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾⁽²⁾		29,243,539	A	⁽⁴⁾	29,243,539	D ⁽⁸⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾⁽²⁾		29,243,539	D	⁽⁴⁾	0	D ⁽⁸⁾
Class B common stock, $0.01 par value per share	09/12/2008		J⁽¹⁾⁽²⁾		29,243,539	A	⁽⁴⁾	29,243,539	D ⁽⁹⁾
Class B common stock, $0.01 par value per share	09/12/2008		S⁽³⁾		29,243,539	D	⁽⁵⁾	0	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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GENERAL AMERICAN LIFE INSURANCE CO 13045 TESSON FERRY ROAD ST. LOUIS, MO 63128		X
METLIFE INC 200 PARK AVENUE NEW YORK, NY 10166-0188		X
METROPOLITAN LIFE INSURANCE CO/NY 200 PARK AVENUE NEW YORK, NY 10166-0188		X
GENAMERICA FINANCIAL, LLC ONE METLIFE PLAZA 27-01 QUEENS PLAZA NORTH LONG ISLAND CITY, NY 11101		X

Signatures

General American Life Insurance Company, By: /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer		09/16/2008
^**Signature of Reporting Person		Date
MetLife, Inc., By: /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer		09/16/2008
^**Signature of Reporting Person		Date
Metropolitan Life Insurance Company, By: /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer		09/16/2008
^**Signature of Reporting Person		Date
GenAmerica Financial, LLC, By: Metropolitan Life Insurance Company, its member; /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer		09/16/2008
^**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 the terms of the terms of the Recapitalization and Distribution Agreement (the "Agreement"), dated June 1, 2008, by and between MetLife, Inc. ("MetLife") and Reinsurance Group of America, Incorporated ("RGA"), each outstanding share of common stock, par value $0.01 per share ("RGA Shares"), of RGA was reclassified as one share of class A common stock, par value $0.01 per share ("RGA class A common stock"), of RGA (the "Recapitalization"). Immediately following the Recapitalization, General American Life Insurance Company, a Missouri life insurance company and indirect wholly-owned subsidiary of MetLife ("GALIC"), exchanged 29,243,539 shares of its RGA class A common stock which represented all of the RGA class A common stock beneficially owned by MetLife other than 3,000,000 shares of RGA class A common stock with RGA for 29,243,539 shares of class B common stock, par value $0.01 per share ("RGA class B common stock"), of RGA.
(2)	Immediately following the Recapitalzation, GALIC distributed all of the 29,243,539 shares of RGA class B common stock to GenAmerica Financial, LLC, a Missouri limited liability company and indirect wholly-owned subsidiary of MetLife ("GenAm"), which in turn distributed all of such shares to Metropolitan Life Insurance Company, a New York stock life insurance company and direct wholly-owned subsidiary of MetLife ("MLIC"), which in turn distributed all of such shares to MetLife (the "Transfer"). Shares of RGA class A common stock that continue to be beneficially owned by MetLife are held by GALIC.
(3)	Pursuant to the terms of the Agreement, immediately following the Recapitalization, MetLife disposed of 29,243,539 shares of RGA class B common stock in a registered exchange offer to its stockholders (the "Split-Off"). The final exchange ratio was 1 share of common stock, par value $0.01 per share ("MetLife common stock"), of MetLife for 1.2663 shares of RGA class B common stock. As a result of the Split-Off, MetLife no longer beneficially owns any shares of RGA class B common stock.
(4)	No consideration was paid or received as shares were transferred by means of dividend or distribution (see Footnote 1).
(5)	The final exchange ratio was 1 share of MetLife common stock for 1.2663 shares of RGA class B common stock.
(6)	These shares were directly owned by GALIC.
(7)	These shares were directly owned by GenAm.
(8)	These shares were directly owned by MLIC.
(9)	Immediately following the Recapitalization and the Transfer, but immediately prior to the Split-Off, these shares were directly owned by MetLife.

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