RENAISSANCERE HOLDINGS LTD — Director's Dealing 2012

Nov 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2012-11-19

Reporting Person: ODonnell Kevin (President & CUO RenRe Holdings)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-19	Common Stock	A	19132	$0.00	Acquired	149772	Direct
2012-11-19	Common Stock (Performance Based)	A	15943	$0.00	Acquired	165715	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: Grant of restricted Common Stock of the Issuer, pursuant to its 2001 Stock Incentive Plan, as amended and restated. These shares will vest in four equal annual installments beginning on November 19, 2013.

F2: Grant of restricted Common Stock of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan ("Performance Share Plan"). Vesting of these shares is subject to the satisfaction of both certain service- and performance-based vesting conditions. The amount granted represents the maximum potential achievable award assuming maximum performance attainment in each of the subsequent four years. If minimal performance conditions are not met, all shares will be returned to the Performance Share Plan. The grant consists of four 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: These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.