RENAISSANCERE HOLDINGS LTD — Director's Dealing 2018

Feb 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2018-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-07	Common Stock	D	6932	$131.92	Disposed	176265	Direct
2018-02-07	Common Stock	D	10888	$131.92	Disposed	165377	Direct
2018-02-07	Common Stock	D	935	$131.92	Disposed	164442	Direct
2018-02-07	Common Stock	D	10891	$131.92	Disposed	153551	Direct
2018-02-07	Common Stock	F	110	$131.92	Disposed	153441	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: Represents the forfeiture, following the Compensation Committee's determination of total shareholders return for 2017, of a portion of the third tranche of performance-based restricted shares granted to the reporting person on February 27, 2015 pursuant to the Issuer's 2010 Performance-Based Equity Incentive Plan (the "2010 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 2017, of the full amount of the second 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.

F4: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2017, of the full amount of the second 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 (the "2016 LTI Plan").

F5: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2017, of the full amount of the first tranche of performance-based restricted shares granted to the reporting person on March 1, 2017 pursuant to the 2016 LTI Plan.

F6: Shares withheld for payment of withholding taxes upon the vesting of performance-based restricted shares granted to the reporting person on February 27, 2015.

F7: 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.