SEC Form 4 · accession 0001209191-16-104062
XL GROUP LTD · XL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly Jean Lyles
Officer — Chief Regional Officer Ins
Period of report
Feb 28, 2016
Accepted (ET)
Mar 1, 2016 · 5:10 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,F2 | Feb 28, 2016 | M | 10,186 | $0.00 | A | 10,186 | D | |
| XL Ordinary SharesF3,F4 | Feb 28, 2016 | M | 207 | $0.00 | A | 10,393 | D | |
| XL Ordinary SharesF5 | Feb 28, 2016 | F | 4,886 | $34.64 | D | 5,507 | D | |
| XL Ordinary SharesF6,F2 | Feb 28, 2016 | M | 4,604 | $0.00 | A | 10,111 | D | |
| XL Ordinary SharesF7,F4 | Feb 28, 2016 | M | 89 | $0.00 | A | 10,200 | D | |
| XL Ordinary SharesF8 | Feb 28, 2016 | F | 2,206 | $34.64 | D | 7,994 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to buy)F9 | $34.64 | Feb 28, 2016 | A | 83,473 | A | — | Feb 28, 2026 | Ordinary Shares | 83,473 | 83,473 | D |
| Restricted Stock UnitsF2,F10 | — | Feb 28, 2016 | M | 10,186 | D | — | — | Ordinary Shares | 10,186 | 18,418 | D |
| Dividend Equivalent RightsF4 | — | Feb 28, 2016 | M | 207 | D | — | — | Ordinary Shares | 207 | 625 | D |
| Restricted Stock UnitsF2,F11 | — | Feb 28, 2016 | M | 4,604 | D | — | — | Ordinary Shares | 4,604 | 9,209 | D |
| Dividend Equivalent UnitsF4 | — | Feb 28, 2016 | M | 89 | D | — | — | Ordinary Shares | 89 | 179 | D |
Explanation of responses
- F1Shares acquired in relation to the 2014 restricted stock unit award vesting.
- F10Restricted stock units granted on September 9, 2014 vest in four installments on February 28, 2016, 2017, 2018 and 2019, provided the reporting person's employment continues through such vesting dates.
- F11Restricted 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
- F2Each restricted stock unit represents a contingent right to receive one XL ordinary share.
- F3Shares acquired in relation to the 2014 dividend equivalent unit award vesting.
- F4Settlement 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.
- F5Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
- F6Shares acquired in relation to the 2015 restricted stock unit award vesting.
- F7Shares acquired in relation to the 2015 dividend equivalent unit award vesting.
- F8Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
- F9Exercisable in three equal installments commencing on the first anniversary of the grant.