RENAISSANCERE HOLDINGS LTD — Director's Dealing 2016

Feb 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2016-02-18

Reporting Person: Todd Rider Fonner (SVP & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	D	674	$114.33	Disposed	82132	Direct
2016-02-18	Common Stock	D	621	$114.33	Disposed	81511	Direct
2016-02-18	Common Stock	D	720	$114.33	Disposed	80791	Direct
2016-02-18	Common Stock	F	498	$114.33	Disposed	80293	Direct

Footnotes

F1: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2015, of a portion of the third tranche of performance-based restricted shares granted to the reporting person on March 1, 2013 pursuant to the issuer's 2010 Performance-Based Equity Incentive Plan (the "Plan").

F2: The award consisted of three substantially equal tranches and the amount initially awarded represented the maximum potential achievable number of shares. The number of shares in each tranche that ultimately vests at the expiration of the applicable service period is a function of the issuer's total shareholder return relative to a predetermined peer group of companies during a given calendar-year performance period, and is subject to the reporting person's continued employment through the expiration of the applicable service period. Shares that are no longer eligible to vest following the Compensation Committee's determination of total shareholder return for a performance period are immediately forfeited.

F3: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2015, of a portion of the second tranche of performance-based restricted shares granted to the reporting person on March 3, 2014 pursuant to the Plan.

F4: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2015, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on February 27, 2015 pursuant to the Plan.

F5: Shares withheld for payment of withholding taxes upon the vesting, on February 18, 2016, of performance-based restricted shares granted to the reporting person on March 1, 2013.