Form: 4

Statement of changes in beneficial ownership of securities

February 9, 2018

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*
ODonnell Kevin
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Pres & Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2018
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 02/07/2018 D(1)(2) 6,932 D $131.92 176,265 D
Common Stock 02/07/2018 D(2)(3) 10,888 D $131.92 165,377 D
Common Stock 02/07/2018 D(2)(4) 935 D $131.92 164,442 D
Common Stock 02/07/2018 D(2)(5) 10,891 D $131.92 153,551 D
Common Stock 02/07/2018 F(6) 110 D $131.92 153,441 D
Common Stock 1,079 I By Partnership(7)
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
Explanation of Responses:
1. Represents the forfeiture, following the Compensation Committee's determination of total shareholders return for 2017, of a portion of the third tranche of performance-based restricted shares granted to the reporting person on February 27, 2015 pursuant to the Issuer's 2010 Performance-Based Equity Incentive Plan (the "2010 Plan").
2. The award consisted of three substantially equal tranches and the amount initially awarded represented the maximum potential achievable number of shares. The number of shares in each tranche that ultimately vests at the expiration of the applicable service period is a function of the Issuer's total shareholder return relative to a predetermined peer group of companies during a given calendar year performance period, and is subject to the reporting person's continued employment through the expiration of the applicable service period. Shares that are no longer eligible to vest following the Compensation Committee's determination of total shareholder return for a performance period are immediately forfeited.
3. Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2017, of the full amount of the second tranche of performance-based restricted shares granted to the reporting person on January 12, 2016 pursuant to the Issuer's 2001 Stock Incentive Plan, as amended and restated.
4. Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2017, of the full amount of the second tranche of performance-based restricted shares granted to the reporting person on May 16, 2016 pursuant to the Issuer's 2016 Long-Term Incentive Plan (the "2016 LTI Plan").
5. Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2017, of the full amount of the first tranche of performance-based restricted shares granted to the reporting person on March 1, 2017 pursuant to the 2016 LTI Plan.
6. Shares withheld for payment of withholding taxes upon the vesting of performance-based restricted shares granted to the reporting person on February 27, 2015.
7. These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the reporting person and may be deemed to be beneficially owned by the reporting person.
Remarks:
/s/ Molly E. Gardner Attorney-in-Fact 02/09/2018
** 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.