Sec Form 4 Filing - BURNS GAY @ REINSURANCE GROUP OF AMERICA INC - 2021-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BURNS GAY 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief HR Officer (Last) (First) (Middle) 16600 SWINGLEY RIDGE RD 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2021 (Street) CHESTERFIELD, MO63017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Right (right to purchase) 2021 $ 129.01 03/11/2021 A 2,768 ( 1 ) 03/11/2031 Common Stock 2,768 $ 129.01 2,768 D Restricted Share Unit - March 2021 $ 129.01 03/11/2021 A 749 12/31/2023 ( 2 ) Common Stock 749 $ 129.01 749 D Restricted Share Unit Special Grant - March 2021 $ 129.01 03/11/2021 A 2,015 12/31/2022 ( 3 ) Common Stock 2,015 $ 129.01 2,015 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURNS GAY 16600 SWINGLEY RIDGE RD CHESTERFIELD, MO63017 EVP, Chief HR Officer Signatures William L. Hutton 03/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )SARs grants on March 11, 2021 vest in 25% increments on each of December 31, 2021, 2022, 2023 and 2024. ( 2 )Restricted share units granted on March 11, 2021 fully vest on December 31, 2023. ( 3 )This one-time special restricted share unit award granted on March 11, 2021 fully vests on December 31, 2022.

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).

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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