Edgar Filing: ASSURANT INC

Ownership Submission

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

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FORTIS INSURANCE N.V.

2. Issuer Name and Ticker or Trading Symbol
ASSURANT INC [AIZ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

ARCHIMEDESLAAN 6

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2008

(Street)

3584 BA UTRECHT, P7

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Stock	01/26/2008		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		18,851,690	D	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	4,147,440	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

7.75% Bonds due 2008

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2008

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

774,149,000

01/26/2008

Assurant Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

$ 1,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FORTIS INSURANCE N.V. ARCHIMEDESLAAN 6 3584 BA UTRECHT, P7				Former 10% Owner

Signatures

/s/ Joost Hermans, Attorney-in-Fact, on behalf of Fortis Insurance N.V.		01/29/2008
^**Signature of Reporting Person		Date
/s/ Pierre-Henri Bagon, Attorney-in-Fact, on behalf of Fortis Insurance N.V.		01/29/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On 26 January 2005, Fortis Insurance N.V. issued US$774,149,000 aggregate principal amount of 7.75% bonds due 2008 mandatorily exchangeable for shares of common stock of Assurant, Inc. (the "Bonds").
(2)	Each Bond in the principal amount of $1,000 obligated Fortis Insurance N.V. to deliver on January 26, 2008, referred to as the maturity date, the following number of shares of Assurant, Inc. ("Assurant") common stock, subject to anti-dilution adjustments: if the applicable market value of Assurant common stock, as determined pursuant to the terms of the Bonds (the "Applicable Market Value") equals or exceeds the threshold appreciation price of $41.0652, 24.3515; if the Applicable Market Value is less than the threshold appreciation price of $41.0652 but is greater than the adjusted initial price of $33.6600, between 24.3515 and 29.7089; and if the Applicable Market Value is less than or equal to the adjusted initial price, 29.7089.
(3)	On 26 January 2008, the Bonds matured and the Applicable Market Value was in excess of $41.0652. On 28 January 2008, Fortis Insurance N.V. delivered 24.3515 shares of common stock of Assurant, Inc. per $1,000 principal amount of Bonds in satisfaction of its obligations under the Bonds.
(4)	After the settlement of the Bonds, Fortis Insurance N.V. owns less than 10% of the common stock of Assurant, Inc. The member of the board of directors of Assurant, Inc. appointed by Fortis Insurance N.V. resigned from the Assurant, Inc. board effective January 25, 2008.

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