RENAISSANCERE HOLDINGS LTD — Director's Dealing 2019

Feb 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENAISSANCERE HOLDINGS LTD (RNR)
CIK: 0000913144
Period of Report: 2019-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-06	Common Stock	D	5346	$141.62	Disposed	198969	Direct
2019-02-06	Common Stock	D	459	$141.62	Disposed	198510	Direct
2019-02-06	Common Stock	D	6535	$141.62	Disposed	191975	Direct
2019-02-06	Common Stock	D	7026	$141.62	Disposed	184949	Direct
2019-02-06	Common Stock	D	2281	$141.62	Disposed	182668	Direct
2019-02-06	Common Stock	F	2051	$141.62	Disposed	180617	Direct
2019-02-06	Common Stock	F	176	$141.62	Disposed	180441	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079	Indirect

Footnotes

F1: 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.

F2: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2018, of a portion of the third 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.

F3: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2018, of a portion of the third 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").

F4: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2018, of a portion of the second tranche of performance-based restricted shares granted to the reporting person on March 1, 2017 pursuant to the 2016 LTI Plan.

F5: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2018, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on March 1, 2018 pursuant to the 2016 LTI Plan.

F6: Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2018, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on May 14, 2018 pursuant to the 2016 LTI Plan.

F7: 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 growth in tangible book value per common share plus accumulated dividends 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.

F8: Shares withheld for payment of withholding taxes upon the vesting of performance-based restricted shares granted to the reporting person on January 12, 2016.

F9: Shares withheld for payment of withholding taxes upon the vesting of performance-based restricted shares granted to the reporting person 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