RENAISSANCERE HOLDINGS LTD — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2015-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-27	Common Stock	A	6861	$0.00	Acquired	73804	Direct
2015-02-27	Common Stock	A	5717	$0.00	Acquired	79521	Direct
2015-03-01	Common Stock	F	1642	$102.53	Disposed	77879	Direct

Footnotes

F1: Grant of restricted common shares of the Issuer pursuant to the Amended and Restated 2001 Stock Incentive Plan ("2001 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2016.

F2: Grant of restricted common shares of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan ("Performance Share 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, 2011, 2012, and 2013 which vested on March 1, 2015.