- Statement of Changes in Beneficial Ownership (4)

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).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * FOOS JOHN G	2. Issuer Name and Ticker or Trading Symbol TRANSATLANTIC HOLDINGS INC [ TRH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1181 GUSSIE'S KNOLL	3. Date of Earliest Transaction (MM/DD/YYYY) 3/6/2012
(Street) GREENSBORO, GA 30642 (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	3/6/2012		D		3500	D	(1)	0	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	3/6/2012		D			733	5/21/2010	5/21/2012	Common Stock	733	(2)	0	D
Restricted Stock Unit	(2)	3/6/2012		D			1466	5/20/2011	5/20/2013	Common Stock	1466	(2)	0	D
Restricted Stock Unit	(2)	3/6/2012		D			2200	5/26/2012	5/26/2012	Common Stock	2200	(2)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to an Agreement and Plan of Merger, dated November 20, 2011, by and among the Transatlantic Holdings, Inc. ("TRH"), Alleghany Corporation ("Alleghany") and Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC) (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, TRH stockholders could elect to receive, for each share of TRH common stock held, either shares of Alleghany common stock or cash consideration with a value equal to $61.142, which is the sum of (i) 0.145 multiplied by the average of the closing sales prices on the NYSE for Alleghany common stock during the five trading days ending the day before the completion of the merger and (ii) $14.22 (the "Per Share Consideration").
( 2)	Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each Restricted Stock Unit ("RSU") held by the reporting person, including each share of TRH common stock from vested RSU's that become deliverable upon the reporting person's departure from the board of directors of TRH, was converted into the right to receive cash in an amount equal to the Per Share Consideration, with such aggregate cash amount converted into a number of phantom units (each phantom unit being the economic equivalent of a share of Alleghany common stock) determined by dividing such aggregate cash amount by the closing price per share of Alleghany common stock on March 6, 2012. The phantom units will settle in cash upon the reporting person's departure from the board of directors of Alleghany.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FOOS JOHN G 1181 GUSSIE'S KNOLL GREENSBORO, GA 30642	X

Signatures
/s/ Amy M. Cinquegrana by Power of Attorney for John G. Foos		3/8/2012
** Signature of Reporting Person		Date

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).
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