SEC Form 4 · accession 0001209191-15-016784
RENAISSANCERE HOLDINGS LTD · RNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 18, 2015 | D | 2,622 | $103.44 | D | 48,938 | D | |
| Common Stock | Feb 18, 2015 | D | 2,247 | $103.44 | D | 46,691 | D | |
| Common Stock | Feb 18, 2015 | D | 1,999 | $103.44 | D | 44,692 | D |
Table II — derivative securities
Explanation of responses
- F1Represents cancellation of all of the shares originally comprising the third tranche of the March 1, 2012 grant as a result of the Issuer's Total Shareholder Return ("TSR") for the calendar year 2014 performance period relative to the members of a predetermined peer group reflecting the Committee's determinations of the performance criteria for that tranche. See remarks for additional detail.
- F2Represents cancellation of all of the shares originally comprising the second tranche of the March 1, 2013 grant as a result of the Issuer's TSR for the calendar-year 2014 performance period relative to the members of a predetermined peer group reflecting the Committee's determination of the performance criteria for that tranche. See remarks for additional detail.
- F3Represents cancellation of all of the shares originally comprising the first tranche of the March 3, 2014 grant as a result of the Issuer's TSR for the calendar-year 2014 performance period relative to the members of a predetermined peer group reflecting the Committee's determination of the performance criteria for that tranche. See remarks for additional detail.
Remarks
On March 1, 2012, March 1, 2013, and March 3, 2014, the Reporting Person was granted performance-based restricted Common Shares of the Issuer ("Performance Shares") pursuant to the Issuer's 2010 Performance based Equity Incentive Plan, as amended (the "Plan"), subject to vesting upon the satisfaction of both time based service and performance-based vesting conditions. The number of Performance Shares initially granted to the Reporting Person represented the maximum number of Common Shares which could have vested to the Reporting Person upon the attainment of maximum performance criteria. As the minimum performance conditions were not met for the 2014 calendar year, each tranche of performance-based restricted Common Shares relating to this period are no longer eligible to be earned. Pursuant to the terms of the Plan, performance-based restricted Common Shares that are no longer eligible to be earned following the completion of an applicable time based service condition, as a result of the maximum performance conditions not being achieved, are cancelled at the time it is determined that the performance condition is not achieved. This Form reports (i) the cancellation in full of the third tranche of the 2012 grant as a result of the minimum performance not being achieved in respect of 2014, (ii) the cancellation in full of the second tranche of the 2013 grant as a result of the minimum performance not being achieved in respect of 2014 and (iii) the cancellation in full of the first tranche of the 2014 grant as a result of the minimum performance not being achieved in respect of 2014.