Sec Form 4 Filing - ODonnell Kevin @ RENAISSANCERE HOLDINGS LTD - 2017-02-21

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
ODonnell Kevin
2. Issuer Name and Ticker or Trading Symbol
RENAISSANCERE HOLDINGS LTD [ RNR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres & Chief Executive Officer
(Last) (First) (Middle)
RENAISSANCE HOUSE, 12 CROW LANE
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2017
(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 02/21/2017 D( 1 )( 2 ) 1,913 D $ 146.56 221,611 D
Common Stock 02/21/2017 D( 2 )( 3 ) 2,149 D $ 146.56 219,462 D
Common Stock 02/21/2017 D( 4 )( 5 ) 3,077 D $ 146.56 216,385 D
Common Stock 02/21/2017 D( 5 )( 6 ) 3,566 D $ 146.56 212,819 D
Common Stock 02/21/2017 D( 5 )( 7 ) 3,888 D $ 146.56 208,931 D
Common Stock 02/21/2017 D( 5 )( 8 ) 334 D $ 146.56 208,597 D
Common Stock 02/21/2017 F( 9 ) 518 D $ 146.56 208,079 D
Common Stock 02/21/2017 F( 10 ) 582 D $ 146.56 207,497 D
Common Stock 02/21/2017 F( 11 ) 1,008 D $ 146.56 206,489 D
Common Stock 1,079 I by Partnership ( 12 )
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
ODonnell Kevin
RENAISSANCE HOUSE
12 CROW LANE
PEMBROKE, D0HM 19
X Pres & Chief Executive Officer
Signatures
/S/ Stephen H. Weinstein, Attorney-in-Fact 02/23/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the fourth tranche of performance-based restricted shares granted to the reporting person on November 19, 2012 pursuant to the issuer's 2010 Performance-Based Equity Incentive Plan (the "Plan").
( 2 )The award consisted of four substantially equal tranches and the amount initially awarded represented the maximum potential achievable number of shares. The number of shares in each tranche that ultimately vests at the expiration of the applicable service period is a function of the issuer's total shareholder return relative to a predetermined peer group of companies during a given calendar-year performance period, and is subject to the reporting person's continued employment through the expiration of the applicable service period. Shares that are no longer eligible to vest following the Compensation Committee's determination of total shareholder return for a performance period are immediately forfeited.
( 3 )Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the fourth tranche of performance-based restricted shares granted to the reporting person on July 1, 2013 pursuant to the Plan.
( 4 )Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the third tranche of performance-based restricted shares granted to the reporting person on March 3, 2014 pursuant to the Plan.
( 5 )The award consisted of three substantially equal tranches and the amount initially awarded represented the maximum potential achievable number of shares. The number of shares in each tranche that ultimately vests at the expiration of the applicable service period is a function of the issuer's total shareholder return relative to a predetermined peer group of companies during a given calendar-year performance period, and is subject to the reporting person's continued employment through the expiration of the applicable service period. Shares that are no longer eligible to vest following the Compensation Committee's determination of total shareholder return for a performance period are immediately forfeited.
( 6 )Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the second tranche of performance-based restricted shares granted to the reporting person on February 27, 2015 pursuant to the Plan.
( 7 )Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on January 12, 2016 pursuant to the Issuer's 2001 Stock Incentive Plan as amended and restated June 1, 2002.
( 8 )Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2016, of a portion of the first tranche of performance-based restricted shares granted to the reporting person on May 16, 2016 pursuant to the Issuer's 2016 Long-Term Incentive Plan.
( 9 )Shares withheld for payment of withholding taxes upon the vesting, on February 21, 2017, of performance-based restricted shares granted to the reporting person on November 19, 2012.
( 10 )Shares withheld for payment of withholding taxes upon the vesting, on February 21, 2017, of performance-based restricted shares granted to the reporting person on July 1, 2013.
( 11 )Shares withheld for payment of withholding taxes upon the vesting, on February 21, 2017, of performance-based restricted shares granted to the reporting person on March 3, 2014.
( 12 )These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.

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