AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2019

REGISTRATION NO. 333-219675

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

Post-Effective Amendment No. 2 To

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RENAISSANCERE HOLDINGS LTD.

(Exact name of Registrant as specified in its charter)

Bermuda	98-0141974
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
RENAISSANCE HOUSE 12 CROW LANE PEMBROKE HM 19 BERMUDA (441) 295-4513	RENAISSANCERE FINANCE INC. 140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

RENAISSANCERE FINANCE INC.

(Exact name of Registrant as specified in its certificate of incorporation)

DELAWARE	68-0650983
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600	RENAISSANCERE FINANCE INC. 140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

RENAISSANCERE CAPITAL TRUST II

(Exact name of Registrant as specified in its certificate of trust)

DELAWARE	42-6625345
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
C/O RENAISSANCERE FINANCE INC. 140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600	RENAISSANCERE FINANCE INC. 140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

RENRE NORTH AMERICA HOLDINGS INC.

(Exact name of registrant as specified in its certificate of incorporation)

DELAWARE	51-0382090
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
C/O RENAISSANCERE FINANCE INC. 140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600	RENAISSANCERE FINANCE INC. 140 BROADWAY SUITE 4200 NEW YORK, NY 10005 (212) 238-9600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

STEPHEN H. WEINSTEIN, ESQ. SENIOR VICE PRESIDENT, GROUP GENERAL COUNSEL,
CORPORATE SECRETARY
AND CHIEF COMPLIANCE OFFICER RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE 12 CROW LANE, PEMBROKE HM 19 BERMUDA (441) 295-4513 SEAN M. EWEN, ESQ. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 728-8867

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not Applicable.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 3, 2017 by the Registrants (Registration No. 333-219675, as amended by Post-Effective Amendment No. 1, filed with the SEC on August 1, 2018) (the “2017 Registration Statement”) to register the sale of up to $750,000,000 worth of the Registrants’ common shares, preference shares, depositary shares, debt securities, warrants to purchase common shares, preference shares or debt securities, share purchase contracts, share purchase units, units, preferred securities and guarantees (collectively, the “Securities”), is being filed to deregister all of the Securities not yet issued under the 2017 Registration Statement.

On May 23, 2019, the Registrants filed an updated registration statement on Form S-3. As a result, the offering of Securities under the 2017 Registration Statement has been terminated and the Registrants desire to remove from registration all Securities registered pursuant to the 2017 Registration Statement which remain unsold as of the date hereof.

Accordingly, pursuant to the undertaking contained in the 2017 Registration Statement to remove from registration by means of a post-effective amendment any of the Securities that remain unsold at the termination of the offering, the Registrants hereby amend the 2017 Registration Statement by deregistering all Securities that were registered but unsold under the 2017 Registration Statement as of the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe Holdings Ltd. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 23^rd day of May, 2019.

RENAISSANCERE HOLDINGS LTD.
By:	/s/ Stephen H. Weinstein
	Stephen H. Weinstein
	Senior Vice President, Group General
	Counsel, Corporate Secretary and Chief Compliance Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
*	Chief Executive Officer, President and Director (Principal Executive Officer)	May 23, 2019
Kevin J. O’Donnell
*	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 23, 2019
Robert Qutub
*	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 23, 2019
James C. Fraser
*	Non-Executive Chair of the Board of Directors	May 23, 2019
James L. Gibbons
*	Director	May 23, 2019
David C. Bushnell
*	Director	May 23, 2019
Brian G. J. Gray
*	Director	May 23, 2019
Jean D. Hamilton
*	Director	May 23, 2019
Duncan P. Hennes
*	Director	May 23, 2019
Henry Klehm, III

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Signature	Title	Date
*	Director	May 23, 2019
Valerie Rahmani
*	Director	May 23, 2019
Carol P. Sanders
*	Director	May 23, 2019
Anthony M. Santomero
	Director	May 23, 2019
Cynthia Trudell

*By:	/s/ Stephen H. Weinstein
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe Finance Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 23^rd day of May, 2019.

RENAISSANCERE FINANCE INC.
By:	*
Name:	Robert Qutub
Title:	Executive Vice President and Chief Financial Officer
*By:	/s/ Stephen H. Weinstein
	Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 23^rd day of May, 2019.

RENAISSANCERE CAPITAL TRUST II
By:	RenaissanceRe Holdings Ltd., as Depositor
By:	/s/ Stephen H. Weinstein
Name:	Stephen H. Weinstein
Title:	Senior Vice President, Group General Counsel, Corporate Secretary and Chief Compliance Officer

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe North America Holdings Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 23^rd day of May, 2019.

RENAISSANCERE NORTH AMERICA HOLDINGS INC.
By:	/s/ Stephen H. Weinstein
Name:	Stephen H. Weinstein
Title:	Senior Vice President, General Counsel and Secretary

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