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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

CARSON LAWRENCE S
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, GFS
(Last)          (First)          (Middle)

16600 SWINGLEY RIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2022
(Street)

CHESTERFIELD, MO 63017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock 12/21/2022  M  1979 A$78.48 8685 D  
Common Stock 12/21/2022  M  2362 A$90.06 11047 D  
Common Stock 12/21/2022  M  2779 A$93.53 13826 D  
Common Stock 12/21/2022  F  1351 (1)D$143.03 12475 D  
Common Stock 12/21/2022  F  1747 (2)D$143.03 10728 D  
Common Stock 12/21/2022  F  2103 (3)D$143.03 8625 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Right (right to purchase) 2014 $78.48 12/21/2022  M     1979   (4)3/7/2024 Common Stock 1979.0 $0 0 D  
Stock Appreciation Right (right to purchase) 2015 $90.06 12/21/2022  M     2362   (4)3/6/2025 Common Stock 2362.0 $0 0 D  
Stock Appreciation Right (right to purchase) 2016 $93.53 12/21/2022  M     2779   (4)3/4/2026 Common Stock 2779.0 $0 0 D  

Explanation of Responses:
(1) The reporting person received 628 shares of common stock upon the net exercise of 1,979 stock appreciation rights ("SARs"). A total of 1,351 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
(2) The reporting person received 615 shares of common stock upon the net exercise of 2,362 stock appreciation rights ("SARs"). A total of 1,747 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
(3) The reporting person received 676 shares of common stock upon the net exercise of 2,779 stock appreciation rights ("SARs"). A total of 2,103 shares of common stock underlying such SARs were withheld in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise.
(4) Stock Appreciation Rights, settled in Common Stock and vested in four equal annual installments of 25%, on December 31 of the first four years after grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CARSON LAWRENCE S
16600 SWINGLEY RIDGE ROAD
CHESTERFIELD, MO 63017


EVP, GFS

Signatures
/s/ William L.Hutton12/23/2022
**Signature of Reporting PersonDate


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.
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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