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 D0 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)
03/12/2014
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)
Code V Amount (A) or (D) Price
Common Stock 03/12/2014 M (1) 5,002 A $53.96 84,598 D
Common Stock 03/12/2014 F (1) 3,665 D $96.83 80,933 D
Common Stock 03/12/2014 M (1) 3,706 A $53.96 84,639 D
Common Stock 03/12/2014 F (1) 2,066 D $96.83 82,573 D
Common Stock 03/13/2014 S (2) 1,337 D $97 81,236 (3) D
Common Stock 3,468 I by Trusts (4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy) $53.96 03/12/2014 M (1) 3,706 03/12/2005 03/12/2014 RNR Common Stock 3,706 $0.00 0 D
Non-Qualified Stock Option (Right to Buy) $53.96 03/12/2014 M (1) 5,002 03/12/2005 03/12/2014 RNR Common Stock 5,002 $0.00 0 D
Explanation of Responses:
1. The transactions reported hereby relate exclusively to the exercise of employee stock options originally granted to the Reporting Person under the Amended and Restated 2001 Stock Incentive Plan ("2001 plan") on March 12, 2004 with a ten year term, and were exercised on the expiry date of March 12, 2014. The exercises were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 23, 2013.
2. This transaction reflects the sale of shares issued on exercise of the employee stock options reported above; pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 23, 2013.
3. 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 2010 Performance-based Equity Incentive Plan until the time vesting requirement is met, at which point the shares will be cancelled.
4. 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.
Remarks:
See attached footnotes page. All transactions listed above are pursuant to a Rule 10b5-1 trading plan Adopted by the Reporting Person on May 23, 2013.
/S/ Gareth S. Bahlmann, Attorney-in-Fact 03/14/2014
** 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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