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^*

Desmet Laurie

(Last)

(First)

(Middle)

PARTNER REINSURANCE COMPANY OF THE U.S.

ONE GREENWICH PLAZA

(Street)

GREENWICH

06830-6352

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARTNERRE LTD [ PRE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & COO, PartnerRe Ltd

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2016

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 Shares⁽¹⁾	03/18/2016		A		2,315	A	$0	39,611	D
Common Shares⁽²⁾	03/18/2016		A		2,781	A	$0	42,392	D
Common Shares⁽³⁾	03/18/2016		D		42,392	D	$137.5	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)
Stock Appreciation Rights⁽⁴⁾	$118.8	03/18/2016		D			16,204	02/17/2016	02/17/2025	Common Shares	16,204	$18.7	0	D
Stock Appreciation Rights⁽⁵⁾	$98.88	03/18/2016		D			19,468	02/28/2015	02/28/2024	Common Shares	19,468	$38.62	0	D
Stock Appreciation Rights⁽⁶⁾	$75.67	03/18/2016		D			10,000	07/02/2013	07/02/2022	Common Shares	10,000	$61.83	0	D
Stock Appreciation Rights⁽⁷⁾	$63.44	03/18/2016		D			7,500	03/01/2013	02/28/2022	Common Shares	7,500	$74.06	0	D
Stock Appreciation Rights⁽⁸⁾	$79.61	03/18/2016		D			10,200	02/26/2011	02/26/2020	Common Shares	10,200	$57.89	0	D
Stock Appreciation Rights⁽⁹⁾	$61.9	03/18/2016		D			2,763	⁽¹⁰⁾	02/27/2019	Common Shares	2,763	$75.6	0	D
Stock Appreciation Rights⁽¹¹⁾	$70.7	03/18/2016		D			10,000	⁽¹⁰⁾	08/06/2018	Common Shares	10,000	$66.8	0	D
Stock Appreciation Rights⁽¹²⁾	$77.92	03/18/2016		D			12,000	⁽¹⁰⁾	02/27/2018	Common Shares	12,000	$59.58	0	D
Stock Appreciation Rights⁽¹³⁾	$71.35	03/18/2016		D			10,500	⁽¹⁰⁾	02/23/2017	Common Shares	10,500	$66.15	0	D

Explanation of Responses:

1. Reflects performance adjustment to Performance Share Units granted on February 17, 2015. This award was previously reported on grant at target (4,630 shares) and settled at 150% (6,945 shares) on March 18, 2016.

2. Reflects performance adjustment to Performance Share Units granted on February 28, 2014. This award was previously reported on grant at target (5,562 shares) and settled at 150% (8,343 shares) on March 18, 2016.

3. Disposed of pursuant to the merger agreement between the issuer and EXOR in exchange for a cash payment of $5,828,900 (less applicable tax withholding) on the effective date of the merger and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

4. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $303,015 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

5. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $751,854 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

6. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $618,300 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

7. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $555,450 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

8. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $590,478 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

9. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $208,883 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

10. The Share-Settled Share Appreciation Rights (SARs) are exercisable 33% on the first and second anniversary of the date of grant and 34% on the third anniversary of the date of grant and are settled in shares. These SARs have all vested and are exercisable.

11. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $668,000 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

12. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $714,960 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

13. These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $694,575 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.

	Marc Wetherhill as Attorney-in-Fact for Laurie Desmet	03/22/2016
	** Signature of Reporting Person	Date
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