SEC FORM 3

SEC Form 3

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^*

Cochran Scott D.

(Last)

(First)

(Middle)

C/O REINSURANCE GROUP OF AMERICA, INC.

1370 TIMBERLAKE MANOR PARKWAY

(Street)

CHESTERFIELD

63017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2012

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

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

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

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	5,500	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to purchase) 2010	12/31/2011⁽²⁾	02/19/2020	Common Stock	7,174	$47.1	D
Stock Option (right to purchase) 2008	12/31/2009⁽²⁾	02/20/2018	Common Stock	3,941	$56.03	D
Stock Appreciation Right (right to purchase) 2012	⁽¹⁾	02/28/2022	Common Stock	10,563	$56.65	D
Stock Option (right to purchase) 2009	12/31/2010⁽²⁾	02/18/2019	Common Stock	6,116	$32.2	D
Stock Appreciation Right (right to purchase) 2011	12/31/2011⁽¹⁾	02/22/2021	Common Stock	8,326	$59.74	D
Stock Option (right to purchase) 2007	12/31/2008⁽²⁾	02/20/2017	Common Stock	2,981	$59.63	D
Stock Option (right to purchase) 2006	12/31/2007⁽²⁾	02/21/2016	Common Stock	1,864	$47.48	D
Stock Option (right to purchase) 2005	12/31/2006⁽²⁾	01/27/2015	Common Stock	1,886	$47.47	D

Explanation of Responses:

1. SARS grants vest in four equal annual installments of 25%, on December 31 of the first four years after grant date.

2. Options vest and become exercisable in four equal annual installments of 25%, on December 31 of the second, third, fourth and fifth years after grant date.

Remarks:

Attached Exhibit 24 - Power of Attorney for Scott D. Cochran

	/s/ William L. Hutton, as Attorney-in-Fact for Scott D. Cochran	02/29/2012
	** 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 5 (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.
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