Sec Form 4 Filing - Todd Rider Fonner @ RENAISSANCERE HOLDINGS LTD - 2014-03-01

Insider filing report for Changes in Beneficial Ownership
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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)
03/01/2014
(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 03/01/2014 M( 1 ) 1,344 A 55,531 D
Common Stock 03/01/2014 D( 1 ) 1,344 D $ 95.51 54,187 D
Common Stock 03/01/2014 F( 3 ) 2,908 D $ 95.51 51,279 D
Common Stock 03/03/2014 S( 4 ) 2,000 D $ 94.85 49,279 D
Common Stock 03/03/2014 A( 5 ) 8,659 A $ 0 57,938 D
Common Stock 03/03/2014 A( 6 ) 5,691 A $ 0 63,629 ( 7 ) 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. Tr ansaction 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
Restricted Stock Units ( 8 ) $ 0 ( 2 ) ( 8 ) 03/01/2014 M( 1 ) 1,344 ( 8 ) ( 8 ) Common Stock 1,344 ( 1 ) ( 2 ) ( 8 ) 0 D
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/ Stephen H. Weinstein, Attorney-in-Fact 03/04/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the full value, gross of applicable withholdings, of one quarter of the cash-settled restricted stock units originally granted March 1, 2010 pursuant to the 2010 Restricted Stock Unit Plan ("2010 Plan").
( 2 )Each restricted stock unit is the economic equivalent of one of the Issuer's common shares. On March 1, 2014, 1,344 of the Reporting Person's Restricted Stock Units were settled for cash.
( 3 )This represents shares withheld in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from grants made on each of March 1, 2010, 2011, 2012 and 2013 pursuant to the Amended and Restated 2001 Stock Incentive Plan ("2001 plan") which vested on March 1, 2014.
( 4 )This transaction reflects the sale of shares which may be deemed to be beneficially owned by the Reporting Person on March 3, 2014. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2012.
( 5 )Grant of restricted common shares of the Issuer under the 2001 Plan. These shares will vest in four equal annual installments beginning on March 3, 2015.
( 6 )Grant of restricted common shares of the Issuer, pursuant to its 2010 Performance-based Equity Incentive Plan ("Performance Share Plan"). Vesting of these shares is subject to the satisfaction of both certain service and performance-based vesting conditions. The amount granted represents the maximum potential achievable award. If minimal performance conditions are not met, all shares will be returned to the Performance Share Plan. The grant consists of three substantially equal performance measurement periods, and the number of shares in each tranche that ultimately vest is a function of the Issuer's Total Shareholder Return during a given calendar-year period relative to the members of a predetermined peer group of companies, and the satisfaction of applicable service conditions.
( 7 )Includes 7,093 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 Performance Share Plan until the time vesting requirement is met, at which point the shares will be cancelled.
( 8 )The Reporting Person received a grant of restricted stock units on March 1, 2010 under the 2010 Plan which vest in four equal annual installments. Each Restricted Stock Unit represents a contingent right to receive, upon settlement, cash equal to the closing fair market value of one common share of the Issuer on the date of vesting.

Remarks:
See attached footnotes page.

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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