RENAISSANCERE HOLDINGS LTD — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	D	371	$97.34	Disposed	69843	Direct
2013-12-31	Common Stock	F	712	$97.34	Disposed	69131	Direct
2013-12-31	Common Stock	D	2166	$97.34	Disposed	66965	Direct

Footnotes

F1: Represents 371 Performance Shares cancelled from a maximum of 2,167 Performance Shares from the first tranche of the 2011 grant as a result of the Issuer's TSR for the calendar-year 2011 performance period relative to the members of a predetermined peer group reflecting the Committee's determination of the performance criteria for that tranche. See Remarks for additional detail.

F2: Represents shares withheld by the Issuer in respect of payment of withholding tax liability incurred upon the vesting of Performance Shares from the first tranche of the 2011 grant. See Remarks for additional detail.

F3: Represents cancellation of all of the shares originally comprising the second tranche of the 2011 grant as a result of the Issuer's TSR for the calendar-year 2012 performance period relative to the members of a predetermined peer group reflecting the Committee's determination of the performance criteria for that trance. See remarks for additional detail.

F4: Includes 2,001 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.