Sec Form 4 Filing - Walker Theodore C @ PARTNERRE LTD - 2016-03-18

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 Walker Theodore C 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) President & CEO, PartnerRe NA (Last) (First) (Middle) PARTNER REINSURANCE COMPANY OF THE U.S., ONE GREENWICH PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2016 (Street) GREENWICH, CT06830-6352 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 Common Shares ( 1 ) 03/18/2016 A 2,315 A $ 0 39,936 D Common Shares ( 2 ) 03/18/2016 A 2,781 A $ 0 42,717 D Common Shares ( 3 ) 03/18/2016 D 42,717 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 (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 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 ) $ 89.2 03/18/2016 D 19,619 03/01/2014 03/01/2023 Common Shares 19,619 $ 48.3 0 D Stock Appreciation Rights ( 7 ) $ 63.44 03/18/2016 D 28,500 03/01/2013 02/28/2022 Common Shares 28,500 $ 74.06 0 D Stock Appreciation Rights ( 8 ) $ 81.94 03/18/2016 D 69,099 02/17/2012 02/17/2021 Common Shares 69,099 $ 55.56 0 D Stock Appreciation Rights ( 9 ) $ 79.61 03/18/2016 D 68,089 02/26/2011 02/26/2020 Common Shares 68,089 $ 57.89 0 D Stock Appreciation Rights ( 10 ) $ 61.9 03/18/2016 D 2,400 02/27/2010 02/27/2019 Common Shares 2,400 $ 75.6 0 D Stock Appreciation Rights ( 11 ) $ 70.07 03/18/2016 D 10,000 01/02/2010 01/02/2019 Common Shares 10,000 $ 67.43 0 D Stock Appreciation Rights ( 12 ) $ 77.92 03/18/2016 D 12,000 02/27/2009 02/27/2018 Common Shares 12,000 $ 59.58 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker Theodore C PARTNER REINSURANCE COMPANY OF THE U.S. ONE GREENWICH PLAZA GREENWICH, CT06830-6352 President & CEO, PartnerRe NA Signatures Marc Wetherhill as Attorney-in-Fact for Theodore C Walker 03/22/2016 Signature of Reporting Person Date

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 $5,873,588 (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 $947,598 (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 $2,110,710 (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 $3,839,140 (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 $ 3,941,672(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 )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 $181,440 (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. ( 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 $674,300 (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. ( 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.

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