RENAISSANCERE HOLDINGS LTD — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2011-12-31

Reporting Person: Weinstein Stephen Howard (SVP, General Counsel & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	D	1057	$74.37	Disposed	109831	Direct
2011-12-31	Common Stock	F	706	$74.37	Disposed	109125	Direct
2012-01-04	Common Stock	G	712	$0.0	Disposed	108413	Direct
2012-01-04	Common Stock	G	712	$0.0	Acquired	5946	Indirect

Footnotes

F1: Represents 1,057 Performance Shares cancelled from a maximum of 3,077 Performance Shares eligible to vest as a result of the Registrant's Total Shareholder Return for the calendar-year 2010 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.

F3: Represents gifts made to two separate trusts for the benefits of each of two minor children of the Reporting Person, respectively (the "Trusts"), on January 4, 2012 and which shares may be deemed to be beneficially owned by the Reporting Person.

F4: These shares were gifted to and are directly held by the Trusts.