RENAISSANCERE HOLDINGS LTD — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2012-02-21

Reporting Person: KELLY JEFFREY D (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	D	745	$73.52	Disposed	66341	Direct
2012-02-21	Common Stock	F	898	$73.52	Disposed	65443	Direct

Footnotes

F1: Represents 745 Performance Shares cancelled from a maximum of 4,341 Performance Shares eligible to vest as a result of the Registrant's Total Shareholder Return for the calendar-year 2011 performance period relative to the members of a predetermined peer group. See Remarks below.

F2: Represents exclusively shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of the Performance Shares.