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^*

TIZZIO THOMAS R

(Last)

(First)

(Middle)

TRANSATLANTIC HOLDINGS, INC.

80 PINE STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSATLANTIC HOLDINGS INC [ TRH ]

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)
05/20/2011

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	06/24/2011		A		7,800⁽¹⁾	A	$0.00⁽¹⁾	58,686	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)
Restricted Stock Unit	⁽²⁾	05/22/2011		A			467	05/22/2009	05/22/2011	Common Stock	467	$0.00⁽²⁾	0	D
Restricted Stock Unit	⁽³⁾	05/21/2011		A			733	05/21/2010	05/21/2012	Common Stock	733	$0.00⁽³⁾	733	D
Restricted Stock Unit	⁽⁴⁾	05/26/2011		A			733	05/21/2010	05/21/2012	Common Stock	733	$0.00⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	05/20/2011		A			726	05/20/2011	05/20/2013	Common Stock	726	$0.00⁽⁵⁾	1,474	D
Restricted Stock Unit	⁽⁶⁾	05/26/2011		A			1,474	05/20/2011	05/20/2013	Common Stock	1,474	$0.00⁽⁶⁾	0	D

Explanation of Responses:

1. The shares were granted under the Transatlantic Holdings, Inc., 2008 Non-Employee Directors Stock Plan. The acquisition reflects the number of restricted stock units vested (5593) as part of their normal vesting schedule, as reported on this Form 4 and the Form 4 filed for Mr. Tizzio on March 30, 2011. It also reflects the number of restricted stock units accelerated (2207) as reported on this Form 4, as a result of Mr. Tizzio's retirement from the Board of Directors on May 26, 2011 and after serving longer than 5 years on the Board of Directors.

2. The Restricted Stock Units (the "RSUs") reflected in Table II were granted on May 22, 2008, under the Company's 2008 Non-Employee Directors' Stock Plan. The RSUs vest in equal installments over 3 years, or earlier upon departure from the Board of Directors of the Company (the "Board") after 5 years of service. The underlying shares are deliverable upon the reporting person's departure from the Board. The RSUs disclosed in Table II represent the current year's pro rata vesting.

3. The Restricted Stock Units (the "RSUs") reflected in Table II were granted on May 21, 2009, under the Company's 2008 Non-Employee Directors' Stock Plan. The RSUs vest in equal installments over 3 years, or earlier upon departure from the Board of Directors of the Company (the "Board") after 5 years of service. The underlying shares are deliverable upon the reporting person's departure from the Board. The RSUs disclosed in Table II represent the current year's pro rata vesting.

4. The Restricted Stock Units (the "RSUs") reflected in Table II were granted on May 21, 2009, under the Company's 2008 Non-Employee Directors' Stock Plan. The RSUs vest in equal installments over 3 years, or earlier upon departure from the Board of Directors of the Company (the "Board") after 5 years of service. The underlying shares are deliverable upon the reporting person's departure from the Board. The 733 RSUs disclosed in Table II represent the accelerated vesting of the shares, as a result of Mr. Tizzio retiring from the Board on May 26, 2011 and serving for longer than 5 years on the Board.

5. The Restricted Stock Units (the "RSUs") reflected in Table II were granted on May 20, 2010, under the Company's 2008 Non-Employee Directors' Stock Plan. The RSUs vest in equal installments over 3 years, or earlier upon departure from the Board of Directors of the Company (the "Board") after 5 years of service. The underlying shares are deliverable upon the reporting person's departure from the Board. The RSUs disclosed in Table II represent the current year's pro rata vesting.

6. The Restricted Stock Units (the "RSUs") reflected in Table II were granted on May 20, 2010, under the Company's 2008 Non-Employee Directors' Stock Plan. The RSUs vest in equal installments over 3 years, or earlier upon departure from the Board of Directors of the Company (the "Board") after 5 years of service. The underlying shares are deliverable upon the reporting person's departure from the Board. The 1474 RSUs disclosed in Table II represent the accelerated vesting of the shares, as a result of Mr. Tizzio retiring from the Board on May 26, 2011 and serving for longer than 5 years on the Board.

Remarks:

	/s/ Gary A. Schwartz by Power of Attorney for Thomas R. Tizzio	06/27/2011
	** Signature of Reporting Person	Date
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