RENAISSANCERE HOLDINGS LTD — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2017-03-01

Reporting Person: ODonnell Kevin (Director, Pres & Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	S	5940	$149.27	Disposed	200549	Direct
2017-03-01	Common Stock	S	1060	$149.76	Disposed	199489	Direct
2017-03-01	Common Stock	A	13069	$0.00	Acquired	212558	Direct
2017-03-01	Common Stock	A	32673	$0.00	Acquired	245231	Direct
2017-03-01	Common Stock	F	1629	$150.35	Disposed	243602	Direct
2017-03-01	Common Stock	F	2648	$150.35	Disposed	240954	Direct
2017-03-01	Common Stock	F	1294	$150.35	Disposed	239660	Direct
2017-03-01	Common Stock	F	112	$150.35	Disposed	239548	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2016.

F2: Represents a weighted average price. The shares were sold in multiple transactions at prices ranged from $148.64 to $149.64 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.

F3: Represents a weighted average price. The shares were sold in multiple transactions at prices ranged from $149.66 to $149.94 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: Grant of restricted common shares of the issuer pursuant to the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan (the "2016 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2018.

F5: Grant of performance-based restricted common shares of the issuer pursuant to the 2016 Plan. These shares will vest following the expiration of the service period on December 31, 2019, 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 (2017, 2018 or 2019), 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.

F6: This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares granted on March 1, 2013.

F7: This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares granted on February 27, 2015.

F8: This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares granted on January 12, 2016.

F9: This represents shares withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares granted on May 16, 2016.

F10: These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.