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RENAISSANCERE HOLDINGS LTD Director's Dealing 2016

Dec 5, 2016

30524_dirs_2016-12-05_5332a267-dc04-4623-8936-c8f89f039aa0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2016-12-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-12-01 Common Stock M 5865 $51.13 Acquired 85376 Direct
2016-12-01 Common Stock F 2296 $130.64 Disposed 83080 Direct
2016-12-01 Common Stock M 46182 $51.13 Acquired 129262 Direct
2016-12-01 Common Stock F 29206 $130.64 Disposed 100056 Direct
2016-12-02 Common Stock S 16976 $130.62 Disposed 83080 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-12-01 Incentive Stock Option (Right to Buy) $51.13 M 5865 Disposed 2017-03-01 RNR Common Stock (5865) Direct
2016-12-01 Non-Qualified Stock Options (Right to Buy) $51.13 M 46182 Disposed 2017-03-01 RNR Common Stock (46182) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2140 Indirect

Footnotes

F1: All of the transactions reported hereby were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 27, 2016.

F2: The transactions reported hereby relate exclusively to the exercise of employee stock options originally granted to the Reporting Person on March 1, 2007 with a ten year term.

F3: Represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $130.06 to $130.99. The reporting
person undertakes to provide the full information regarding the number of shares sold at each price to the Commission, the issuer or a security
holder of the issuer upon request.

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

F5: Vested in four equal annual installments beginning on March 1, 2008.