RENAISSANCERE HOLDINGS LTD — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2014-05-15

Reporting Person: ODonnell Kevin (Director, Pres & Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock	M	125000	$74.24	Acquired	393920	Direct
2014-05-15	Common Stock	F	105452	$100.18	Disposed	288468	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Non-Qualified Stock Option (Right to Buy)	$74.24	M	125000	Disposed	2014-08-31	RNR Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person under the 2004 Stock Option Incentive Plan on August 31, 2004 with a ten year term. The exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 4, 2013.

F2: Includes 23,494 shares from prior awards of Performance Shares which will not be earned as the aplicable 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.

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.