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

HM19

(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)
03/01/2011

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	01/05/2011		G	V	820⁽¹⁾	D	$0.00	113,397	D
Common Stock	01/05/2011		G	V	820⁽¹⁾	A	$0.00	5,234	I	by Trusts⁽²⁾
Common Stock	02/14/2011		G	V	143⁽³⁾	D	$0.	113,254	D
Common Stock	03/01/2011		A		9,567⁽⁴⁾	A	$0.0	122,821	D
Common Stock (Performance Based)	03/01/2011		A		7,972⁽⁵⁾	A	$0.0	130,793	D
Common Stock	03/01/2011		F		1,667⁽⁶⁾	D	$66.21	129,126	D
Common Stock	03/02/2011		F		2,734⁽⁶⁾	D	$66.3	126,392	D
Common Stock⁽⁷⁾	03/01/2011		M		2,240⁽⁸⁾	A	⁽⁹⁾	128,632	D
Common Stock⁽⁷⁾	03/01/2011		D		2,240⁽⁸⁾	D	$66.21	126,392	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⁽⁷⁾	⁽⁹⁾	03/01/2011		M			2,240⁽⁸⁾	03/01/2011	⁽⁸⁾⁽⁹⁾	Common Stock	2,240⁽⁸⁾	⁽⁹⁾	6,720	D

Explanation of Responses:

1. Represents gifts made to two separate trusts for the benefits of each of two minor children of the Reporting Person, respectively (the "Trusts") on January 5, 2011, and which shares may be deemed to be beneficially owned by the Reporting Person.

2. These shares were gifted to and are directly held by the Trusts.

3. Represents a gift to a bona fide charity made by the Reporting Person on February 14, 2011.

4. These shares will vest in four equal annual installments beginning on March 1, 2012.

5. Grant of restricted Common Stock of the Issuer, pursuant to its 2010 Performance-based Equity Incentive 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.

6. This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares.

7. The Reporting Person received a grant of Restricted Stock Units on March 1, 2010 which vests in four equal annual installments beginning on March 1, 2011. 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.

8. Represents the full value, gross of any applicable withholdings, of one quarter of the original grant which vested on March 1, 2011.

9. Each Restricted Stock Unit was the economic equivalent of one share of the Issuer's Common Stock. On March 1, 2011, 2,240 of the Reporting Person's Restricted Stock Units were settled for cash.

Remarks:

In February 2011, the Compensation Committee of the Board of Directors effected its determinations for executive officer compensation for 2011, including with respect to equity and equity-linked instruments. The Committee determined that equity awards to senior management should be comprised of 75% restricted stock under the Issuer's amended and restated 2001 Stock Incentive Plan, and 25% performance-based restricted stock issued under the Issuer's 2010 Performance-based Equity Incentive Share Plan. The restricted stock awards vest in equal annual installments over four years beginning on March 1, 2012, and the performance-based restricted stock awards vest at the end of three years on December 31, 2013 and are subject to three annual performance measurement periods.

	/s/ Stephen H. Weinstein	03/03/2011
	** 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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