X0306 4 2016-01-12 0 0000913144 RENAISSANCERE HOLDINGS LTD RNR 0001355599 Weinstein Stephen Howard RENAISSANCE HOUSE 12 CROW LANE PEMBROKE D0 HM 19 BERMUDA 0 1 0 0 SVP, General Counsel & Secty Common Stock 2016-01-12 4 A 0 5867 0.00 A 68202 D Common Stock 2016-01-12 4 A 0 7898 0.00 A 76100 D Common Stock 1642 I by Trusts Grant of restricted common shares of the issuer pursuant to the RenaissanceRe Holdings Ltd. Amended and Restated 2001 Stock Incentive Plan, as amended (the "2001 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2017. Grant of restricted common shares of the issuer pursuant to the 2001 Plan. These shares will vest following the expiration of the service period on December 31, 2018, subject to the satisfaction of service- and performance-based vesting conditions. The award consists of three substantially equal tranches. The amount awarded represents the maximum potential achievable number of shares. The number of shares in each tranche that ultimately vest is a function of the issuer's total shareholder return relative to the members of a predetermined peer group of companies during a given calendar-year performance period (2016, 2017 or 2018), and is subject to the reporting person's continued employment through the expiration of the service period. If, following the Compensation Committee's determination of total shareholder return for a performance period, there are shares that are no longer eligible to vest, those shares will be immediately forfeited. Represents shares held by two separate trusts for the benefit of each of two minor children of the Reporting Person (collectively, the "Trusts"), which shares may be deemed to be beneficially owned by the Reporting Person. Exhibit List Exhibit 24 - Power of Attorney /S/ Molly E. Gardner, Attorney-in-Fact 2016-01-14