RENAISSANCERE HOLDINGS LTD — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2012-03-01

Reporting Person: CURRIE NEILL A (Director, Pres.& Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	A	33136	$0.0	Acquired	370573	Direct
2012-03-01	Common Stock (Performance Based)	A	27613	$0.0	Acquired	398186	Direct
2012-03-01	Common Stock	F	9031	$71.69	Disposed	389155	Direct
2012-03-01	Common Stock	S	12500	$72.3	Disposed	376655	Direct
2012-03-02	Common Stock	F	5961	$71.7	Disposed	370694	Direct

Footnotes

F1: These shares will vest in four equal annual installments beginning on March 1, 2013.

F2: Grant of restricted Common Stock of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan. Vesting of these shares is subject to the satisfaction of both certain service-and performance-based vesting conditions. The amount of 27,613 reported as granted represents the maximum potential achievable award assuming maximum performance attainment in each of the subsequent three years, compared to a "target" award value equivalent to 11,045 shares. If minimal performance conditions are not met, all shares will be returned to the Performance Share Plan. The grant consists of three substantially equal performance measurement periods, and the number of shares in each tranche that ultimately vest is a function of the Issuer's Total Shareholder Return during a given calendar-year period relative to the members of a predetermined peer group of companies, and the satisfaction of applicable service conditions.

F3: This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from grants made in two prior years which vested on March 1, 2012.

F4: This form reflects the sale of shares which may be deemed to be beneficially owned by the Reporting Person on March 1, 2012. The sale was effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2011.

F5: Represents a weighted average sale price; the sales prices ranged from $71.80 to $72.57. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.

F6: This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from a grant made in a prior year which vested on March 2, 2012.