SEC Form 4 · accession 0001209191-15-021599
XL GROUP LTD · XL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Robb
Officer — Corporate Controller
Period of report
Feb 28, 2015
Accepted (ET)
Mar 3, 2015 · 5:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000875159
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| XL Ordinary SharesF1 | Feb 28, 2015 | A | 7,339 | $0.00 | A | 33,624 | D | |
| XL Ordinary SharesF2 | Feb 28, 2015 | F | 2,481 | $36.20 | D | 31,143 | D | |
| XL Ordinary SharesF3,F4 | Feb 28, 2015 | M | 4,448 | $0.00 | A | 35,591 | D | |
| XL Ordinary SharesF5,F6 | Feb 28, 2015 | M | 259 | $0.00 | A | 35,850 | D | |
| XL Ordinary SharesF7 | Feb 28, 2015 | F | 1,604 | $36.20 | D | 34,246 | D | |
| XL Ordinary SharesF8 | Feb 28, 2015 | M | 4,801 | $0.00 | A | 39,047 | D | |
| XL Ordinary SharesF9 | Feb 28, 2015 | M | 184 | $0.00 | A | 39,231 | D | |
| XL Ordinary SharesF10 | Feb 28, 2015 | F | 1,698 | $36.20 | D | 37,533 | D | |
| XL Ordinary SharesF11 | Feb 28, 2015 | M | 4,523 | $0.00 | A | 42,056 | D | |
| XL Ordinary SharesF12 | Feb 28, 2015 | M | 88 | $0.00 | A | 42,144 | D | |
| XL Ordinary SharesF10 | Feb 28, 2015 | F | 1,571 | $36.20 | D | 40,573 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F13 | — | Feb 28, 2015 | A | 11,396 | A | — | — | Ordinary Shares | 11,396 | 11,396 | D |
| Restricted Stock UnitsF4,F14 | — | Feb 28, 2015 | M | 4,448 | D | — | — | Ordinary Shares | 4,448 | 0 | D |
| Dividend Equivalent RightsF6 | — | Feb 28, 2015 | M | 259 | D | — | — | Ordinary Shares | 259 | 0 | D |
| Restricted Stock UnitsF4,F15 | — | Feb 28, 2015 | M | 4,801 | D | — | — | Ordinary Shares | 4,801 | 4,801 | D |
| Dividend Equivalent UnitsF6 | — | Feb 28, 2015 | M | 184 | D | — | — | Ordinary Shares | 184 | 184 | D |
| Restricted Stock UnitsF4,F16 | — | Feb 28, 2015 | M | 4,523 | D | — | — | Ordinary Shares | 4,523 | 9,047 | D |
| Dividend Equivalent UnitsF6 | — | Feb 28, 2015 | M | 88 | D | — | — | Ordinary Shares | 88 | 178 | D |
Explanation of responses
- F1Represents settlement of long-term incentive award performance units for the 2012-2014 performance cycle.
- F10Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
- F11Shares acquired in relation to the 2014 restricted stock unit award vesting.
- F12Shares acquired in relation to the 2014 dividend equivalent unit award vesting.
- F13Restricted stock units granted on February 28, 2015 vest in three equal annual installments on each anniversary of the grant date (February 28, 2016, 2017 and 2018), provided the reporting person's employment continues through such vesting dates.
- F14Restricted stock units granted on February 28, 2012 vested in three equal annual installments on each anniversary of the grant date (February 28, 2013, 2014 and 2015), provided the reporting person's employment continues through such vesting dates.
- F15Restricted stock units granted on February 28, 2013 will vest in three equal annual installments on each anniversary of the grant date (February 28, 2014, 2015 and 2016), provided the reporting person's employment continues through such vesting dates.
- F16Restricted stock units granted on February 28, 2014 vested in three equal annual installments on each anniversary of the grant date (February 28, 2015, 2016 and 2017), provided the reporting person's employment continues through such vesting dates.
- F2Shares disposed of represent withholding to satisfy tax obligations on vesting of long-term incentives for the 2012-2014 performance cycle.
- F3Shares acquired in relation to the 2012 restricted stock unit award vesting.
- F4Each restricted stock unit represents a contingent right to recieve one XL ordinary share.
- F5Shares acquired in relation to the 2012 dividend equivalent units award vesting.
- F6Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued as dividends were paid on XL ordinary shares and vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one XL ordinary share.
- F7Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
- F8Shares acquired in relation to the 2013 restricted stock unit award vesting.
- F9Shares acquired in relation to the 2013 dividend equivalent unit award vesting.