Sec Form 4 Filing - Weinstein Stephen Howard @ RENAISSANCERE HOLDINGS LTD - 2012-11-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Weinstein Stephen Howard 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 (Last) (First) (Middle) RENAISSANCE HOUSE, 12 CROW LANE 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2012 (Street) PEMBROKE, D0HM 19 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/19/2012 M( 1 ) 12,000 A $ 39.07 113,650 D Common Stock 11/19/2012 F( 1 ) 8,002 D $ 80.18 105,648 D Common Stock 11/20/2012 S( 2 ) 3,998 D $ 79.64 101,650 D Common Stock 2,970 I by Trust ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivati ve Security: 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) $ 39.07 11/19/2012 M( 1 ) 12,000 11/19/2003 11/19/2012 RNR Common Stock 12,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weinstein Stephen Howard RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0HM 19 SVP, General Counsel & Secty Signatures /S/ Stephen H. Weinstein 11/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on November 19, 2002 with a ten year term. The exercise was effected on the expiry date of November 19, 2012 pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2011. ( 2 )The transaction reported hereby reflects the concurrent sale of shares on November 20, 2012 issued on the exercise of the employee stock options described above. The sale as well as the exercise was effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2011. ( 3 )Represents exclusively shares held by two separate trusts for the benefit of each of two minor children of the Reporting Person, respectively (the "Trusts"), which shares may be deemed to be beneficially owned by the Reporting Person.

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).

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