Edgar Filing: Durhager Peter C

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Durhager Peter C

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)
EVP & Chief Admin. Officer

(Last)

(First)

(Middle)

RENAISSANCE HOUSE, 12 CROW LANE

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2013

(Street)

PEMBROKE, D0 HM 19

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/19/2013		D		4,340 ⁽¹⁾	D	$ 0	67,736	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Durhager Peter C RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0 HM 19			EVP & Chief Admin. Officer

Signatures

/S/ Stephen H. Weinstein, Attorney-in-Fact		02/21/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents 4,340 Performance Shares cancelled from a maximum of 4,340 Performance Shares eligible to vest from the third tranche of the 2010 grant, as a result of the Registrant's Total Shareholder Return for the calendar-year 2012 performance period relative to the members of a predetermined peer group. See Remarks for additional detail
Remarks: In June 2010 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 during the three calendar years ending December 21, 2010, 2011 and 2012 relative to the members of a predetermined peer group of companies. In addition, vesting was further conditioned upon continued service through December 31, 2011 in the case of the first two tranches, and December 31, 2012 in the case of the third and final tranche. 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. On February 19, 2013, the Committee determined the Issuer's relative Total Shareholder Return for the 2012 calendar year; previously, on December 31, 2012, the Reporting Person achieved the service requirement for the third tranche of the June 2010 Performance Shares. This Form reports the cancellation in full of the third tranche of the June 2010 grant as a result of the maximum performance not being achieved in respect of 2012. The Committee's determination with respect to the 2012 performance period also impacted, in full, the Performance Shares issued to the Reporting Person in 2011 and 2012 for the 2012 performance period. Each of those tranches was subject to three year cliff vesting as well as Total Shareholder Return performance periods, and the vesting periods accordingly have yet to expire. Although those shares can not now be earned by the Reporting Person, they will remain outstanding until the completion of the time vesting period under the terms of the performance share plan. At such time, all of such remaining shares issued to the Reporting Person in respect of the 2012 performance period will be cancelled.

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