Form: 4

Statement of changes in beneficial ownership of securities

March 5, 2019

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 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, General Counsel & Secty
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
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 03/01/2019 F(1) 855 D $146.1 81,548 D
Common Stock 03/01/2019 F(2) 543 D $146.1 81,005 D
Common Stock 03/01/2019 F(3) 176 D $146.1 80,829 D
Common Stock 03/01/2019 F(4) 537 D $146.1 80,292 D
Common Stock 03/01/2019 F(5) 634 D $146.1 79,658 D
Common Stock 03/01/2019 A(6) 5,255 A $0.00 84,913 D
Common Stock 03/01/2019 A(7) 5,659 A $0.00 90,572 D
Common Stock 3,388 I by Trust(8)
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. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on February 27, 2015.
2. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on January 12, 2016.
3. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on May 16, 2016.
4. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2017.
5. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2018.
6. Grant of restricted common shares of the Issuer pursuant to the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan (the "2016 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2020.
7. Grant of performance-based restricted common shares of the Issuer pursuant to the 2016 Plan. These shares will vest following the expiration of the service period on December 31, 2021, 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 growth in tangible book value per common share plus accumulated dividends ("TBVPS + AD") during a given calendar-year performance period (2019, 2020 or 2021), 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 growth in TBVPS + AD for a performance period, there are shares that are no longer eligible to vest, those shares will be immediately forfeited.
8. Shares held by two separate trusts for the benefit of each of two minor children of the reporting person, which shares may be deemed to be beneficially owned by the reporting person.
Remarks:
/s/ Molly E. Gardner Attorney-in-Fact 03/05/2019
** 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.