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^*

PACIFIC LIFE INSURANCE CO/CA

(Last)

(First)

(Middle)

700 NEWPORT CENTER DRIVE

(Street)

NEWPORT BEACH

92660-6397

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCOTTISH RE GROUP LTD [ SCT ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% owner

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2002

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)
Ordinary Shares, $0.01 par value	07/23/2003		S		1,525,000	D	$19.66	3,007,380	D
Ordinary Shares, $0.01 par value	06/02/2005		S		3,007,380	D	$22.75	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)
Option to Purchase Ordinary Shares	$18.6	01/01/2002		A		20,000⁽¹⁾		01/01/2002	12/31/2011	Ordinary Shares	20,000	$0	20,000	D
Option to Purchase Ordinary Shares	$21.51	05/02/2002		A		4,000⁽²⁾		05/02/2002	05/01/2012	Ordinary Shares	4,000	$0	4,000	D
Option to Purchase Ordinary Shares	$17.7	05/05/2003		A		4,000⁽²⁾		05/05/2003	05/04/2013	Ordinary Shares	4,000	$0	4,000	D
Hybrid Capital Units⁽³⁾	$25⁽⁴⁾	12/12/2003		P		40,000		12/12/2003	05/21/2007	Convertible Preferred Share⁽⁵⁾	40,000	$25⁽⁶⁾	40,000	D
Option to Purchase Ordinary shares	$21.7	05/06/2004		A		2,000⁽⁷⁾		05/06/2004	05/05/2014	Ordinary Shares	2,000	$0	2,000	D
Hybrid Capital Units⁽³⁾	$25⁽⁴⁾	06/07/2005		S			40,000	12/12/2003	05/21/2007	Convertible Preferred Share⁽⁵⁾	40,000	$25.662⁽⁸⁾	0	D

Explanation of Responses:

1. In accordance with Pacific Life's policy prohibiting its executives from receiving direct, personal benefits from Pacific Life investments, Glenn Schafer and Khanh Tran each transferred to Pacific Life 10,000 ordinary shares issuable upon exercise of stock options.

2. In accordance with Pacific Life's policy prohibiting its executives from receiving direct, personal benefits from Pacific Life investments, Glenn Schafer and Khanh Tran each transferred to Pacific Life 2,000 ordinary shares issuable upon exercise of stock options.

3. Each Hybrid Capital Unit consisted of (i) a purchase contract that obligated the purchaser to purchase from the issuer a number of Ordinary Shares before a certain date and (ii) a convertible preferred share that was convertible into Ordinary Shares at an initial conversion rate of 1.0607.

4. Each purchase contract obligated the purchaser to purchase from the issuer no later than February 15, 2007, a number of Ordinary Shares pursuant to a formula based upon a 20-trading day period for a price of $25 in cash.

5. Each convertible preferred share was convertible into Ordinary Shares at an initial conversion rate of 1.0607, redeemable on May 21, 2007.

6. The 40,000 Hybrid Capital Units were purchased at $25.00 per unit.

7. In accordance with Pacific Life's policy prohibiting its executives from receiving direct, personal benefits from Pacific Life investments, Glenn Schafer transferred to Pacific Life 2,000 ordinary shares issuable upon exercise of stock options.

8. The 40,000 Hybrid Capital Units were sold at $25.662 per unit.

Remarks:

Pacfic Life Insurance Company ("Pacific Life") is filing this Form 4 on behalf of itself and on behalf of Pacific LifeCorp ("PL Corp") and Pacific Mutual Holding Company ("PMHC"). Pacific Life is a direct, wholly owned subsidiary of PL Corp, and PL Corp is a direct, wholly owned subsidiary of PMHC. The address for each of PL Corp and PMHC is the address appearing in item 1 above. Pacific Life ceased to be a 10% owner on June 2, 2005 when it disposed of 3,007,380 Ordinary Shares in a market transaction.

	Khanh T. Tran	07/12/2005
	** Signature of Reporting Person	Date
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* 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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