RENAISSANCERE HOLDINGS LTD — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2019-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Common Stock	F	855	$146.10	Disposed	81548	Direct
2019-03-01	Common Stock	F	543	$146.10	Disposed	81005	Direct
2019-03-01	Common Stock	F	176	$146.10	Disposed	80829	Direct
2019-03-01	Common Stock	F	537	$146.10	Disposed	80292	Direct
2019-03-01	Common Stock	F	634	$146.10	Disposed	79658	Direct
2019-03-01	Common Stock	A	5255	$0.00	Acquired	84913	Direct
2019-03-01	Common Stock	A	5659	$0.00	Acquired	90572	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3388	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: Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2018.

F6: 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, 2020.

F7: 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, 2021, 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 growth in tangible book value per common share plus accumulated dividends ("TBVPS + AD") during a given calendar-year performance period (2019, 2020 or 2021), 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 growth in TBVPS + AD for a performance period, there are shares that are no longer eligible to vest, those shares will be immediately forfeited.

F8: 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.