Sec Form 4 Filing - Todd Rider Fonner @ RENAISSANCERE HOLDINGS LTD - 2013-12-31

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 Todd Rider Fonner 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 & CIO (Last) (First) (Middle) RENAISSANCE HOUSE, 12 CROW LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2013 (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 12/31/2013 D( 1 ) 455 D $ 97.34 64,374 D Common Stock 12/31/2013 F( 2 ) 873 D $ 97.34 63,501 D Common Stock 12/31/2013 D( 3 ) 2,657 D $ 97.34 60,844 D Common Stock 01/02/2014 S( 4 ) 2,000 D $ 97.18 58,844 ( 5 ) 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 (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 Derivative 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Todd Rider Fonner RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0HM 19 SVP & CIO Signatures /s/ Gareth S. Bahlmann, Attorney-in-Fact 01/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 455 Performance Shares cancelled from a maximum of 2,658 Performance Shares eligible to vest from the first tranche of the 2011 grant, as a result of the Issuer's TSR for the calendar-year 2011 performance period relative to the members of a predetermined peer group. See Remarks for additional detail. ( 2 )Represents shares withheld by the Issuer in respect of payment of withholding tax liability incurred upon the vesting of Performance Shares from the first tranche of the 2011 grant. See Remarks for additional detail. ( 3 )Represents cancellation of all of the shares originally comprising the second tranche of the 2011 grant as a result of the Issuer's TSR for the calendar-year 2012 performance period relative to the members of a predetermined peer group reflecting the Committee's determination of the performance criteria for that trance. See remarks for additional detail. ( 4 )This form reflects the sale of shares which may be deemed to be beneficially owned by the Reporting Person on January 2, 2014. The sale was effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2012. ( 5 )Includes 2,516 shares from prior awards of Performance Shares which will not be earned as the applicable performance conditions were not met, but will remain outstanding under the terms of the Plan until the time vesting requirement is met, at which point the shares will be cancelled.

Remarks: On March 1, 2011 the Reporting Person was granted performance-based restricted Common Shares of the Issuer ("Performance Shares") subject to vesting upon the satisfaction of both time based service and performance-based vesting conditions, specifically, the Issuer's total shareholder return ("TSR") during the three calendar years ending December 31, 2011, 2012 and 2013 relative to the members of a predetermined peer group of companies. In addition, vesting for all three tranches was further conditioned upon continued service through December 31, 2013. The number of Performance Shares initially granted represented the maximum number of Common Shares in which the holder could potentially vest upon the attainment of maximum performance criteria. In February 2012 and 2013,the Compensation Committee of the Board of Directors of the Company (the "Committee") determined the Issuer's relative TSR for the 2011 and 2012 calendar years, respectively. The Committee's determination with respect to the 2013 performance period for the third tranche of the 2011 grant will be made at the Committee's February 2014 meeting. On December 31, 2013, a portion of the Performance Shares of the 2011 grant vested as the service condition had been met. This Form reports (i) the cancellation in full of the second tranche of the 2011 grant as a result of the minimum performance not being achieved in respect of 2012, (ii) the cancellation of a portion of the Performance Shares from the first tranche of the 2011 grant due to the maximum performance criteria not being achieved in respect of 2011, and (iii) Performance Shares being withheld for taxes where applicable on the Performance Shares that vested from the first tranche of the 2011 grant.

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).

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