SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NICHOLS JOHN DRAKE

(Last)

(First)

(Middle)

RENAISSANCE HOUSE

8-20 EAST BROADWAY

(Street)

PEMBROKE, BERMUDA

HM 19

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENAISSANCERE HOLDINGS LTD [ RNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, RenRe Ventures Ltd.

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2009		M		11,306	A	$11.92	54,391	I	by Partnership⁽¹⁾
Common Stock	05/14/2009		F		5,802	D	$47.5	48,589	I	by Partnership⁽¹⁾
Common Stock	05/14/2009		M		7,571	A	$39.59	56,160	I	by Partnership⁽¹⁾
Common Stock	05/14/2009		F		6,751	D	$47.5	49,409	I	by Partnership⁽¹⁾
Common Stock	05/14/2009		M		3,611	A	$37.32	53,020	I	by Partnership⁽¹⁾
Common Stock	05/14/2009		F		3,108	D	$47.5	49,912	I	by Partnership⁽¹⁾
Common Stock								133,741	D
Common Stock								1,137	I	by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non Qualified Stock Option (right to buy)	$11.92	05/14/2009		M			11,306	05/14/2000	05/14/2009	Common Stock	11,306	⁽²⁾	0	I	by Partnership⁽¹⁾
Non Qualified Stock Option (right to buy)	$39.59	05/14/2009		M			7,571	12/23/2002	05/14/2009	Common Stock	7,571	⁽²⁾	0	I	by Partnership⁽¹⁾
Non Qualified Stock Option (right to buy)	$37.32	05/14/2009		M			3,611	05/23/2002	05/14/2009	Common Stock	3,611	⁽²⁾	0	I	by Partnership⁽¹⁾

Explanation of Responses:

1. 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.

2. Not applicable

Remarks:

The transactions reported hereby relate solely to the exercise of employee stock options originally granted to the Reporting Person on May 14, 1999 with a ten year term, and were exercised on the expiry date of May 14, 2009.

	/s/ Anthony E. Szydlowski, Attorney-in-Fact	05/18/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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