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^*
Mitchell H Elizabeth

(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)
President & CEO ? Platinum US

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2015

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 | 03/02/2015 | | J^(1) | | 24,124^(2) | A | ^(3) | 24,124 | 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 | | | |
Explanation of Responses:
1. Acquired by the Reporting Person in connection with the Agreement and Plan of Merger, dated as of November 23, 2014 (the "Merger Agreement"), by and among Platinum Underwriters Holdings, Ltd. ("Platinum"), RenaissanceRe Holdings Ltd. (the "RenaissanceRe") and Port Holdings Ltd.
2. The number of RenaissanceRe common shares reported are subject to adjustment due to possible tax withholding and other factors. As it is not practicable to determine the exact number of RenaissanceRe common shares to be received by the Reporting Person as of the date of this Form 4, once the exact amount of shares is determined, the Reporting Person will file an amendment to this Form 4, if necessary.
3. Pursuant to the terms of the Merger Agreement, upon closing of the merger, 59,231 Platinum common shares held by the Reporting Person for which a valid election to receive the "share election consideration" was made were converted into the right to receive, for each Platinum common share, approximately $24.66 in cash and 0.4073 RenaissanceRe common shares, subject to reduction for tax withholding. No fractional RenaissanceRe common shares will be issued and in lieu of fractional shares, the Reporting Person will receive cash.
Remarks:
See attached footnotes page.
| /S/ Gareth S. Bahlmann, Attorney-in-Fact | 03/04/2015
| ** 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.