RENAISSANCERE HOLDINGS LTD — Director's Dealing 2018

Mar 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2018-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common Stock	F	855	$127.29	Disposed	64573	Direct
2018-03-01	Common Stock	F	543	$127.29	Disposed	64030	Direct
2018-03-01	Common Stock	F	176	$127.29	Disposed	63854	Direct
2018-03-01	Common Stock	F	537	$127.29	Disposed	63317	Direct
2018-03-01	Common Stock	A	6853	$0.00	Acquired	70170	Direct
2018-03-01	Common Stock	A	9226	$0.00	Acquired	79396	Direct
2018-03-02	Common Stock	M	1856	$53.86	Acquired	81252	Direct
2018-03-02	Common Stock	F	792	$126.29	Disposed	80460	Direct
2018-03-02	Common Stock	M	29309	$53.86	Acquired	109769	Direct
2018-03-02	Common Stock	F	18720	$126.29	Disposed	91049	Direct
2018-03-03	Common Stock	F	935	$126.29	Disposed	90114	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Incentive Stock Option (Right to Buy)	$53.86	M	1856	Disposed	2018-03-03	RNR Common Stock (1856)	Direct
2018-03-02	Non-Qualified Stock Option (Right to Buy)	$53.86	M	29309	Disposed	2018-03-03	RNR Common Stock (29309)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2512	Indirect

Footnotes

F1: Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on February 27, 2015.

F2: Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on January 12, 2016.

F3: Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on May 16, 2016.

F4: Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2017.

F5: 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, 2019.

F6: 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, 2020, 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 (2018, 2019 or 2020), 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.

F7: Relates to the exercise upon expiration of employee options granted to the reporting person on March 3, 2008.

F8: Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 3, 2014.

F9: Shares held by two separate trusts for the benefit of each of two minor children of the reporting person, which shares may be deemed to be beneficially owned by the reporting person.

F10: Vested in four equal annual installments beginning on March 3, 2009.