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^*

GENERAL AMERICAN LIFE INSURANCE CO

(Last)

(First)

(Middle)

13045 TESSON FERRY ROAD

(Street)

ST. LOUIS

63128

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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, $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

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)

1. Name and Address of Reporting Person^*

GENERAL AMERICAN LIFE INSURANCE CO

(Last)

(First)

(Middle)

13045 TESSON FERRY ROAD

(Street)

ST. LOUIS

63128

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

METLIFE INC

(Last)

(First)

(Middle)

200 PARK AVENUE

(Street)

NEW YORK

10166-0188

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

METROPOLITAN LIFE INSURANCE CO/NY

(Last)

(First)

(Middle)

200 PARK AVENUE

(Street)

NEW YORK

10166-0188

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GENAMERICA FINANCIAL, LLC

(Last)

(First)

(Middle)

ONE METLIFE PLAZA

27-01 QUEENS PLAZA NORTH

(Street)

LONG ISLAND CITY

11101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

	General American Life Insurance Company, By: /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer	09/16/2008
	MetLife, Inc., By: /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer	09/16/2008
	Metropolitan Life Insurance Company, By: /s/ Eric T. Steigerwalt, Senior Vice President & Treasurer	09/16/2008
	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
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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