RENAISSANCERE HOLDINGS LTD — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2013-03-01

Reporting Person: Wilcox Mark Alexander (SVP, Chief Accounting Officer, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	A	9856	$0.00	Acquired	67337	Direct
2013-03-01	Common Stock	A	5357	$0.00	Acquired	72694	Direct
2013-03-01	Common Stock	F	1779	$87.53	Disposed	70915	Direct
2013-03-02	Common Stock	F	701	$87.53	Disposed	70214	Direct

Footnotes

F1: These shares will vest in four equal annual installments beginning on March 1, 2014.

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 granted represents the maximum potential achievable award. 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 on each of March 1, 2010, 2011 and 2012 which vested on March 1, 2013.

F4: 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 on March 2, 2009 which vested on March 2, 2013.

F5: Includes 4,167 shares from prior awards of Performance Shares which will not be earned as the applicable performance conditions were not met, but will remain outstanding under the terms of the Performance Share Plan until the time vesting requirement is met, at which point the shares will be cancelled.