Statement of Changes in Beneficial Ownership (4)
March 22 2016 - 3:43PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Walker Theodore C
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2. Issuer Name
and
Ticker or Trading Symbol
PARTNERRE LTD
[
PRE
]
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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
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(Last)
(First)
(Middle)
PARTNER REINSURANCE COMPANY OF THE U.S., ONE GREENWICH PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2016
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(Street)
GREENWICH, CT 06830-6352
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
(1)
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3/18/2016
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A
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2315
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A
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$0
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39936
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D
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Common Shares
(2)
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3/18/2016
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A
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2781
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A
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$0
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42717
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D
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Common Shares
(3)
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3/18/2016
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D
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42717
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D
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$137.50
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
(4)
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$118.80
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3/18/2016
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D
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16204
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2/17/2016
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2/17/2025
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Common Shares
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16204
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$18.70
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0
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D
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Stock Appreciation Rights
(5)
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$98.88
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3/18/2016
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D
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19468
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2/28/2015
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2/28/2024
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Common Shares
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19468
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$38.62
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0
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D
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Stock Appreciation Rights
(6)
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$89.20
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3/18/2016
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D
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19619
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3/1/2014
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3/1/2023
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Common Shares
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19619
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$48.30
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0
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D
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Stock Appreciation Rights
(7)
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$63.44
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3/18/2016
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D
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28500
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3/1/2013
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2/28/2022
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Common Shares
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28500
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$74.06
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0
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D
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Stock Appreciation Rights
(8)
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$81.94
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3/18/2016
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D
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69099
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2/17/2012
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2/17/2021
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Common Shares
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69099
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$55.56
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0
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D
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Stock Appreciation Rights
(9)
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$79.61
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3/18/2016
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D
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68089
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2/26/2011
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2/26/2020
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Common Shares
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68089
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$57.89
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0
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D
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Stock Appreciation Rights
(10)
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$61.90
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3/18/2016
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D
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2400
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2/27/2010
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2/27/2019
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Common Shares
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2400
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$75.60
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0
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D
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Stock Appreciation Rights
(11)
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$70.07
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3/18/2016
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D
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10000
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1/2/2010
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1/2/2019
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Common Shares
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10000
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$67.43
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0
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D
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Stock Appreciation Rights
(12)
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$77.92
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3/18/2016
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D
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12000
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2/27/2009
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2/27/2018
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Common Shares
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12000
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$59.58
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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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.
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(
8)
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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.
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(
9)
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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.
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(
10)
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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.
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(
11)
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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.
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(
12)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Walker Theodore C
PARTNER REINSURANCE COMPANY OF THE U.S.
ONE GREENWICH PLAZA
GREENWICH, CT 06830-6352
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President & CEO, PartnerRe NA
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Signatures
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Marc Wetherhill as Attorney-in-Fact for Theodore C Walker
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3/22/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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