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 *
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 (Month/Day/Year)
03/01/2013
(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 03/01/2013   A   8,657 (1) A $ 0 106,542 D  
Common Stock 03/01/2013   A   7,214 (2) A $ 0 113,756 D  
Common Stock 03/01/2013   M   2,240 (3) A (4) 115,996 D  
Common Stock 03/01/2013   D   2,240 (3) D $ 87.53 113,756 D  
Common Stock 03/01/2013   F   1,952 (5) D $ 87.53 111,804 D  
Common Stock 03/02/2013   F   3,846 (6) D $ 87.53 107,958 D  
Common Stock 03/01/2013   S   22,500 (7) D $ 87.11 (8) 85,458 (9) D  
Common Stock               3,660 I by Trusts (10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (11) $ 0 (4) (11) 03/01/2013   M     2,240 (3)   (11)   (11) Common Stock 2,240 (3) (4) (11) 2,240 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Weinstein Stephen Howard
RENAISSANCE HOUSE
12 CROW LANE
PEMBROKE, D0 HM 19
      SVP, General Counsel & Secty  

Signatures

 /S/ Stephen H. Weinstein   03/05/2013
**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) These shares will vest in four equal annual installments beginning on March 1, 2014.
(2) Grant of restricted Common Stock of the Issuer, pursuant to its 2010 Performance-based Equity Incentive 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.
(3) Represents the full value, gross of applicable withholdings, of one quarter of the cash-settled Restricted Stock Units originally granted on March 1, 2010.
(4) Each Restricted Stock Unit was the economic equivalent of one share of the Issuer's Common Stock. On March 1, 2013, 2,240 of the Reporting Person's Restricted Stock Units were settled for cash.
(5) This represents shares withheld by the Registrant 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 and 2012 which vested on March 1, 2013.
(6) This represents shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of restricted shares from a grant made on March 2, 2009 which vested on March 2, 2013.
(7) This form reflects the sale of shares which may be deemed to be beneficially owned by the Reporting Person on March 1, 2013. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 6, 2012.
(8) Represents a weighted average sale price; the sales prices ranged from $86.64 to $87.36. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission, the issuer or a security holder of the issuer.
(9) Includes 5,594 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.
(10) 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.
(11) The Reporting Person received a grant of Restricted Stock Units on March 1, 2010 which vests 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.

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