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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $ 74.24 | 12/31/2013 | M(3) | 52,500 | 08/31/2005 | 08/31/2014 | RNR Common Stock | 52,500 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Curtis Ross RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0 HM 19 |
SVP, CUO - European Operations | |||
| /S/ Nicholas J. West, Attorney-in-Fact | 01/03/2014 | |
| **Signature of Reporting Person | Date |
| * | 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 404 Performance Shares cancelled from a maximum of 2,360 Performance Shares from the first tranche of the 2011 grant as a result of the Issuer's TSR for the calendar-year 2011 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. |
| (2) | Represents cancellation of all of the shares originally comprising the second tranche of the 2011 grant as a result of the Issuer's TSR for the calendar-year 2012 performance period relative to the members of a predetermined peer group reflecting the Committee's determination of the performance criteria for that trance. See Remarks for additional detail. |
| (3) | The transactions reported hereby relate to the exercise of employee stock options originally granted to the Reporting Person on August 31, 2004 with a ten year term. The exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2013. |
| (4) | This transaction reflects the sale of shares, issued upon exercise of the employee stock options reported above. The exercises and subsequent sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2013. |
| (5) | Represents a weighted average sale price; the sales price ranged from $96.39 to $97.18. 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. |
| (6) | Includes 2,477 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. |
| Remarks: On March 1, 2011 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 ("TSR") during the three calendar years ending December 31, 2011, 2012 and 2013 relative to the members of a predetermined peer group of companies. In addition, vesting for all three tranches was further conditioned upon continued service through December 31, 2013. 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. In February 2012 and 2013,the Compensation Committee of the Board of Directors of the Company (the "Committee") determined the Issuer's relative TSR for the 2011 and 2012 calendar years, respectively. The Committee's determination with respect to the 2013 performance period for the third tranche of the 2011 grant will be made at the Committee's February 2014 meeting. On December 31, 2013, a portion of the Performance Shares of the 2011 grant vested as the service condition had been met. This Form reports (i) the cancellation in full of the second tranche of the 2011 grant as a result of the minimum performance not being achieved in respect of 2012 and (ii) the cancellation of a portion of the Performance Shares from the first tranche of the 2011 grant due to the maximum performance criteria not being achieved in respect of 2011. | |