RENAISSANCERE HOLDINGS LTD — Director's Dealing 2016

Jan 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Curtis Ross (SVP,Chief Underwriting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-12	Common Stock	A	6962	$0.00	Acquired	96854	Direct
2016-01-12	Common Stock	A	9373	$0.00	Acquired	106227	Direct

Footnotes

F1: Grant of restricted common shares of the issuer pursuant to the RenaissanceRe Holdings Ltd. Amended and Restated 2001 Stock Incentive Plan, as amended (the "2001 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2017.

F2: Grant of restricted common shares of the issuer pursuant to the 2001 Plan. These shares will vest following the expiration of the service period on December 31, 2018, subject to the satisfaction of service- and performance-based vesting conditions. The award consists of three substantially equal tranches. The amount awarded represents the maximum potential achievable number of shares. The number of shares in each tranche that ultimately vest is a function of the issuer's total shareholder return relative to the members of a predetermined peer group of companies during a given calendar-year performance period (2016, 2017 or 2018), and is subject to the reporting person's continued employment through the expiration of the service period. If, following the Compensation Committee's determination of total shareholder return for a performance period, there are shares that are no longer eligible to vest, those shares will be immediately forfeited.