RNR RenaissanceRe Holdings Ltd

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Qutub Robert	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 Financial Officer
(Last)          (First)          (Middle) RENAISSANCE HOUSE, 12 CROW LANE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/6/2020
(Street) PEMBROKE, D0 HM 19 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/6/2020		D		583 (1)(2)	D	$196.34	35053	D
Common Stock	2/6/2020		D		689 (1)(3)	D	$196.34	34364	D
Common Stock	2/6/2020		F		684 (4)	D	$196.34	33680	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	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.
(2)	Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2019, of a portion of the third tranche of performance-based restricted shares granted to the reporting person on March 1, 2017 pursuant to the Issuer's 2016 Long-Term Incentive Plan (the "2016 LTI Plan").
(3)	Represents the forfeiture, following the Compensation Committee's determination of total shareholder return for 2019, of a portion of the second tranche of performance-based restricted shares granted to the reporting person on March 1, 2018 pursuant to the 2016 LTI Plan.
(4)	Shares withheld for payment of withholding taxes upon the vesting of performance-based restricted shares granted to the reporting person on March 1, 2017.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Qutub Robert RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0 HM 19			EVP, Chief Financial Officer

Signatures
/S/ Molly E. Gardner, Attorney-in-Fact		2/10/2020
**Signature of Reporting Person		Date