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^*

BRANAGAN IAN D

(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, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2012

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	11/07/2012		M⁽¹⁾		23,762	A	$51.13	90,363	D
Common Stock	11/07/2012		M⁽²⁾		5,122	A	$42.66	95,485	D
Common Stock	11/07/2012		F⁽³⁾		3,133	D	$77.87	92,352	D
Common Stock	11/07/2012		F⁽²⁾		2,807	D	$77.87	89,545	D
Common Stock	11/07/2012		F⁽¹⁾		15,603	D	$77.87	73,942	D
Common Stock	11/07/2012		M⁽³⁾		4,968	A	$49.1	78,910	D
Common Stock	11/09/2012		S		12,309	D	$77.95⁽⁴⁾	66,601	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)
Non-Qualified Stock Option (Right to Buy)	$42.66	11/07/2012		M⁽²⁾			5,122	03/21/2007	03/21/2016	RNR Common Stock	5,122	$0.00	0	D
Non-Qualified Stock Option (Right to Buy)	$49.1	11/07/2012		M⁽³⁾			4,968	03/21/2006	03/21/2015	RNR Common Stock	4,968	$0.00	0	D
Non-Qualified Stock Options (Right to Buy)	$51.13	11/07/2012		M⁽¹⁾			23,762	03/01/2008	03/01/2017	RNR Common Stock	23,762	$0.00	0	D

Explanation of Responses:

1. The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on March 1, 2007 with a ten year term.

2. The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on March 21, 2006 with a ten year term.

3. The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on March 21, 2005 with a ten year term

4. Represents a weighted average sale price; the sales prices ranged from $77.69 to $78.34. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.

Remarks:

All the transactions on this form are pursuant to an irrevocable letter of instruction instruction intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, signed by the reporting person in August 2012.

	/S/ Stephen H. Weinstein, Attorney-in-Fact	11/09/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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