Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on March 22, 2016

Registration No. 333-182045

Registration No. 333-176968

Registration No. 333-163446

Registration No. 333-163445

Registration No. 333-161207

Registration No. 333-157585

Registration No. 333-129762

Registration No. 333-107242

Registration No. 333-11998

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-182045

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-176968

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-163446

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-163445

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-161207

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-157585

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-129762

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-107242

Post-Effective Amendment No.1 to Form S-8, Registration No. 333-11998

_____________________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

______________________________

PartnerRe Ltd.

(Exact name of Registrant as Specified in Its Charter)



Bermuda (State or other jurisdiction of incorporation or organization)	Not applicable (IRS Employer Identification No.)

________________________________________________________

Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda, HM 08

(Address of Principal Executive Offices) (Zip Code)

________________________________________________________

Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Amended and Restated Non-Employee Directors Share Plan

Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Amended and Restated Employee Equity Plan

Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Swiss Share Purchase Plan

Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2006 Equity Purchase Plan

Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2006 Equity Incentive Plan

Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2006 Executive Equity Incentive Plan

Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2007 Equity Incentive Plan

Common shares, $1.00 par value, each issuable under the 2009 Employee Share Purchase Plan

Common shares, $1.00 par value, each issuable under the 2003 Non-Employee Director Share Plan

Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. 2005 Employee Equity Plan

Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. 2003 Non-Employee Directors Stock Plan

Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Employee Share Purchase Plan, Employee Incentive Plan and 1993 Non-Employee Directors Stock Plan

______________________________________________________

(Full titles of plan)

________________________________________________________

c/o Theodore Walker

PartnerRe U.S. Corporation

One Greenwich Plaza

Greenwich, CT 06830-6352

(203) 485-4200

________________________________________________________

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copy to:



Marc Wetherhill PartnerRe Ltd. Attention: Secretary and Chief Legal Counsel Wellesley House South 90 Pitts Bay Road Pembroke HM 08, Bermuda +1 (441) 292-0888	Kelley D. Parker Raphael M. Russo Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ☒ Non-accelerated filer (do not check if a smaller reporting company) ☐	Accelerated filer ☐ Smaller reporting company ☐

DEREGISTRATION OF SECURITIES

As previously disclosed by PartnerRe Ltd. (the “Company”), in connection with the acquisition of the Company by EXOR S.p.A. (“EXOR”), the Company has entered into a merger agreement with Exor N.V. (the “Parent”), a wholly owned subsidiary of the Parent and, solely with respect to certain specified sections of the merger agreement, EXOR. The acquisition of the Company by EXOR closed on March 18, 2016. The merger agreement requires the Company to delist its common shares from the New York Stock Exchange and deregister its common stock under the Securities Exchange Act of 1934.

As a result, these Post-Effective Amendments (collectively, the “Post-Effective Amendments”) are being filed by the Company to deregister any unissued securities previously registered under the following registration statements on Form S-8 filed by the Company (collectively, the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”) pertaining to the registration of ordinary shares of the Company offered under certain employee and equity plans and agreements (each, a “Plan” and collectively, the “Plans”) and to terminate the Registration Statements.



	•	Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Amended and Restated Non-Employee Directors Share Plan (Registration No. 333-182045)
	•	Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Amended and Restated Employee Equity Plan (Registration No. 333-176968)
	•	Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Swiss Share Purchase Plan (Registration No. 333-176968)
	•	Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2006 Equity Purchase Plan (Registration No. 333-163446)
	•	Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2006 Equity Incentive Plan (Registration No.333-163446)
	•	Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2006 Executive Equity Incentive Plan (Registration No. 333-163446)
	•	Common shares, $1.00 par value, each issuable under the PARIS RE Holdings Limited 2007 Equity Incentive Plan (Registration No.333-163446)
	•	Common shares, $1.00 par value, each issuable under the 2009 Employee Share Purchase Plan (Registration No. 333-161207)
	•	Common shares, $1.00 par value, each issuable under the 2003 Non-Employee Director Share Plan (Registration No. 333-161207)
	•	Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. 2005 Employee Equity Plan (Registration Nos. 333-163445, 333-157585 and 333-129762)
	•	Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. 2003 Non-Employee Directors Stock Plan (Registration No. 333-107242)
	•	Common shares, $1.00 par value, each issuable under the PartnerRe Ltd. Employee Share Purchase Plan, Employee Incentive Plan and 1993 Non-Employee Directors Stock Plan (Registration No. 333-11998)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused the Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on March 22, 2016.




PARTNERRE LTD.

By:		/s/ Marc Wetherhill
Name:		Marc Wetherhill
Title:		Chief Legal Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, the Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities indicated on March 22, 2016.



Name		Title(s)

/s/ Emmanuel Clarke		President (Principal Executive Officer)
Emmanuel Clarke

/s/ William Babcock		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
William Babcock

/s/ David Outtrim		Chief Accounting Officer (Principal Accounting Officer)
David Outtrim

/s/ John Elkann		Director
John Elkann

/s/ Mario Bonaccorso		Director
Mario Bonaccorso

/s/ Enrico Vellano		Director
Enrico Vellano

/s/ Patrick Thiele		Director
Patrick Thiele

/s/ Brian Dowd		Director
Brian Dowd

SIGNATURE OF AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly registered representative in the United States of the Company, has signed the Post-Effective Amendments to the Registration Statements in Greenwich, Connecticut, on March 22, 2016.