Form: 4

Statement of changes in beneficial ownership of securities

March 3, 2017

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*
Paradine Jonathan

(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, CUO - Singapore
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
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 03/01/2017 M(1)(2) 5,332 A $50.71 67,748 D
Common Stock 03/01/2017 F(1)(2) 1,816 D $148.96 65,932 D
Common Stock 03/01/2017 M(1)(3) 23,834 A $53.86 89,766 D
Common Stock 03/01/2017 F(1)(3) 8,618 D $148.96 81,148 D
Common Stock 03/01/2017 S(1) 6,955 D $149.25(4) 74,193 D
Common Stock 03/01/2017 S(1) 11,777 D $149.91(5) 62,416 D
Common Stock 03/01/2017 A(6) 5,618 A $0.00 68,034 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) $50.71 03/01/2017 M(1)(2) 5,332 (7) 05/05/2018 RNR Common Stock 5,332 $0.00 0 D
Non-Qualified Stock Option (Right to Buy) $53.86 03/01/2017 M(1)(3) 23,834 (8) 03/03/2018 RNR Common Stock 23,834 $0.00 0 D
Explanation of Responses:
1. The transactions reported hereby were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2016.
2. Relates to the exercise of employee options originally granted to the Reporting Person on May 5, 2008.
3. Relates to the exercise of employee options originally granted to the Reporting Person on March 3, 2008.
4. Represents a weighted average price. The shares were sold in multiple transactions at prices ranged from $148.60 to $149.60 The reporting person undertakes to provide the full information regarding the number of shares sold at each price to the Commission, the issuer or a security holder of the issuer upon request.
5. Represents a weighted average price. The shares were sold in multiple transactions at prices ranged from $149.61 to $150.19 The reporting person undertakes to provide the full information regarding the number of shares sold at each price to the Commission, the issuer or a security holder of the issuer upon request.
6. Grant of restricted common shares of the issuer pursuant to the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan. These shares will vest in four equal annual installments beginning on March 1, 2018.
7. Vested in four equal installments beginning on May 5, 2009.
8. Vested in four equal installments beginning on March 3, 2009.
Remarks:
Exhibit 24.1 Power of Attorney
/S/ Molly E. Gardner, Attorney-in-Fact 03/03/2017
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.