RENAISSANCERE HOLDINGS LTD — Director's Dealing 2014

Nov 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2014-11-10

Reporting Person: Curtis Ross (SVP,Chief Underwriting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-10	Common Stock	A	11057	$0.00	Acquired	88426	Direct
2014-11-10	Common Stock	A	9214	$0.00	Acquired	97640	Direct

Footnotes

F1: Grant of restricted Common Stock of the Issuer pursuant to its 2001 Stock Incentive Plan. These shares will vest in four equal annual installments beginning on November 10, 2015.

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: Includes 7,074 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 2010 Performance-based Equity Incentive Plan until the time vesting requirement is met, at which point the shares will be cancelled.