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^*

Weinstein Stephen Howard

(Last)

(First)

(Middle)

RENAISSANCE HOUSE

12 CROW LANE

(Street)

PEMBROKE

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)
	SVP, General Counsel & Secty

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2014

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	03/03/2014		S⁽¹⁾		800	D	$95	3,468⁽²⁾	I	by Trusts⁽²⁾
Common Stock	02/27/2014		G⁽³⁾		106	D	$0.00	70,602	D
Common Stock	03/01/2014		M⁽⁴⁾		2,240	A	⁽⁵⁾	72,842	D
Common Stock	03/01/2014		D⁽⁴⁾		2,240	D	$95.51	70,602	D
Common Stock	03/01/2014		F⁽⁶⁾		2,746	D	$95.51	67,856	D
Common Stock	03/03/2014		S⁽⁷⁾		5,000	D	$95	62,856	D
Common Stock	03/03/2014		A⁽⁸⁾		10,097	A	$0.00	72,953	D
Common Stock	03/03/2014		A⁽⁹⁾		6,643	A	$0.00	79,596⁽¹⁰⁾	D

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)
Restricted Stock Units⁽¹¹⁾	$0.00⁽⁵⁾⁽¹¹⁾	03/01/2014		M⁽⁴⁾			2,240	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,240⁽⁴⁾	⁽⁵⁾⁽¹¹⁾	0	D

Explanation of Responses:

1. This transaction reflects the sale of shares which may be deemed to be beneficially owned by the Reporting Person on March 3, 2014. The sale was effected pursuant to previously disclosed Rule 10b5-1 trading plans adopted by the Trusts (as defined below) on May 23, 2013.

2. Represents exclusively shares held by two separate trusts for the benefit of each of two minor children of the Reporting Person, respectively (the "Trusts"), which shares may be deemed to be beneficially owned by the Reporting Person.

3. Represents bona fide gifts to two seperate not-for-profit educational institutions on February 27, 2014.

4. Represents the full value, gross of applicable withholdings, of one quarter of the cash-settled restricted stock units originally granted March 1, 2010 pursuant to the 2010 Restricted Stock Unit Plan ("2010 Plan")

5. Each restricted stock unit is the economic equivalent of one of the Issuer's common shares. On March 1, 2014, 2,240 of the Reporting Person's restricted stock units were settled for cash.

6. This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from grants made on each of March 1, 2010, 2011, 2012 and 2013 pursuant to the Amended and Restated 2001 Stock Incentive Plan ("2001 plan") which vested on March 1, 2014.

7. This transaction reflects the sale of shares which may be deemed to be beneficially owned by the Reporting Person on March 3, 2014. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 23, 2013.

8. Grant of restricted common shares of the Issuer under the 2001 Plan. These shares will vest in four equal annual installments beginning on March 3, 2015.

9. Grant of restricted common shares of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan ("Performance Share Plan"). Vesting of these shares is subject to the satisfaction of both certain service- and performance-based vesting conditions. The amount granted represents the maximum potential achievable award. If minimal performance conditions are not met, all shares will be returned to the Performance Share Plan. The grant consists of three substantially equal performance measurement periods, and the number of shares in each tranche that ultimately vest is a function of the Issuer's Total Shareholder Return during a given calendar-year period relative to the members of a predetermined peer group of companies, and the satisfaction of applicable service conditions.

10. Includes 8,278 shares from prior awards of Performance Shares which will not be earned as the applicable performance conditions were not met, but will remain outstanding under the terms of the Performance Share Plan until the time vesting requirement is met, at which point the shares will be cancelled.

11. The Reporting Person received a grant of restricted stock units on March 1, 2010 which vests in four equal annual installments. Each restricted stock unit represents a contingent right to receive, upon settlement, cash equal to the closing fair market value of one common share of the Issuer on the date of vesting.

Remarks:

See attached footnotes page.

	/S/ Stephen H. Weinstein	03/04/2014
	** Signature of Reporting Person	Date
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