RENAISSANCERE HOLDINGS LTD — Director's Dealing 2014

Mar 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2014-03-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock	M	5002	$53.96	Acquired	84598	Direct
2014-03-12	Common Stock	F	3665	$96.83	Disposed	80933	Direct
2014-03-12	Common Stock	M	3706	$53.96	Acquired	84639	Direct
2014-03-12	Common Stock	F	2066	$96.83	Disposed	82573	Direct
2014-03-13	Common Stock	S	1337	$97.00	Disposed	81236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-12	Incentive Stock Option (Right to Buy)	$53.96	M	3706	Disposed	2014-03-12	RNR Common Stock (3706)	Direct
2014-03-12	Non-Qualified Stock Option (Right to Buy)	$53.96	M	5002	Disposed	2014-03-12	RNR Common Stock (5002)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3468	Indirect

Footnotes

F1: The transactions reported hereby relate exclusively to the exercise of employee stock options originally granted to the Reporting Person under the Amended and Restated 2001 Stock Incentive Plan ("2001 plan") on March 12, 2004 with a ten year term, and were exercised on the expiry date of March 12, 2014. The exercises were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 23, 2013.

F2: This transaction reflects the sale of shares issued on exercise of the employee stock options reported above; pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 23, 2013.

F3: Includes 8,278 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.

F4: Represents exclusively shares held by two separate trusts for the benefit of each of two minor children of the Reporting Person, respectively (the "Trusts"), which shares may be deemed to be beneficially owned by the Reporting Person.