RENAISSANCERE HOLDINGS LTD — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2017-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	D	1913	$146.56	Disposed	221611	Direct
2017-02-21	Common Stock	D	2149	$146.56	Disposed	219462	Direct
2017-02-21	Common Stock	D	3077	$146.56	Disposed	216385	Direct
2017-02-21	Common Stock	D	3566	$146.56	Disposed	212819	Direct
2017-02-21	Common Stock	D	3888	$146.56	Disposed	208931	Direct
2017-02-21	Common Stock	D	334	$146.56	Disposed	208597	Direct
2017-02-21	Common Stock	F	518	$146.56	Disposed	208079	Direct
2017-02-21	Common Stock	F	582	$146.56	Disposed	207497	Direct
2017-02-21	Common Stock	F	1008	$146.56	Disposed	206489	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the fourth tranche of performance-based restricted shares granted to the reporting person on November 19, 2012 pursuant to the issuer's 2010 Performance-Based Equity Incentive Plan (the "Plan").

F2: The award consisted of four 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 2016, of a portion of the fourth tranche of performance-based restricted shares granted to the reporting person on July 1, 2013 pursuant to the Plan.

F4: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the third tranche of performance-based restricted shares granted to the reporting person on March 3, 2014 pursuant to the Plan.

F5: 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.

F6: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the second tranche of performance-based restricted shares granted to the reporting person on February 27, 2015 pursuant to the Plan.

F7: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on January 12, 2016 pursuant to the Issuer's 2001 Stock Incentive Plan as amended and restated June 1, 2002.

F8: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on May 16, 2016 pursuant to the Issuer's 2016 Long-Term Incentive Plan.

F9: Shares withheld for payment of withholding taxes upon the vesting, on February 21, 2017, of performance-based restricted shares granted to the reporting person on November 19, 2012.

F10: Shares withheld for payment of withholding taxes upon the vesting, on February 21, 2017, of performance-based restricted shares granted to the reporting person on July 1, 2013.

F11: Shares withheld for payment of withholding taxes upon the vesting, on February 21, 2017, of performance-based restricted shares granted to the reporting person on March 3, 2014.

F12: 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.