SEC Form 4 · accession 0001209191-17-016693
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, 2017
Accepted (ET)
Mar 2, 2017 · 4:45 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 Common SharesF1 | Feb 28, 2017 | A | 2,488 | $0.00 | A | 55,970 | D | |
| XL Common SharesF2 | Feb 28, 2017 | F | 855 | $40.49 | D | 55,115 | D | |
| XL Common SharesF3,F4 | Feb 28, 2017 | M | 4,524 | $0.00 | A | 59,639 | D | |
| XL Common SharesF5,F6 | Feb 28, 2017 | M | 286 | $0.00 | A | 59,925 | D | |
| XL Common SharesF7 | Feb 28, 2017 | F | 1,707 | $40.49 | D | 58,218 | D | |
| XL Common SharesF8,F4 | Feb 28, 2017 | M | 3,799 | $0.00 | A | 62,017 | D | |
| XL Common SharesF9,F6 | Feb 28, 2017 | M | 162 | $0.00 | A | 62,179 | D | |
| XL Common SharesF7 | Feb 28, 2017 | F | 1,361 | $40.49 | D | 60,818 | D | |
| XL Common SharesF10,F4 | Feb 28, 2017 | M | 3,969 | $0.00 | A | 64,787 | D | |
| XL Common SharesF11,F4 | Feb 28, 2017 | M | 90 | $0.00 | A | 64,877 | D | |
| XL Common SharesF7 | Feb 28, 2017 | F | 1,394 | $40.49 | D | 63,483 | 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)F12 | $40.49 | Feb 28, 2017 | A | 55,638 | A | — | Feb 28, 2027 | Common Shares | 55,638 | 55,638 | D |
| Restricted Stock UnitsF4,F13 | — | Feb 28, 2017 | A | 9,262 | A | — | — | Common Shares | 9,262 | 9,262 | D |
| Restricted Stock UnitsF4,F14 | — | Feb 28, 2017 | M | 4,524 | D | — | — | Common Shares | 4,524 | 0 | D |
| Dividend Equivalent RightsF6 | — | Feb 28, 2017 | M | 286 | D | — | — | Common Shares | 286 | 0 | D |
| Restricted Stock UnitsF4,F15 | — | Feb 28, 2017 | M | 3,799 | D | — | — | Common Shares | 3,799 | 3,799 | D |
| Dividend Equivalent UnitsF6 | — | Feb 28, 2017 | M | 162 | D | — | — | Common Shares | 162 | 163 | D |
| Restricted Stock UnitsF4,F16 | — | Feb 28, 2017 | M | 3,969 | D | — | — | Common Shares | 3,969 | 7,940 | D |
| Dividend Equivalent UnitsF6 | — | Feb 28, 2017 | M | 90 | D | — | — | Common Shares | 90 | 180 | D |
Explanation of responses
- F1Represents settlement of long-term incentive awards for the 2014-2016 performance cycle.
- F10Shares acquired in relation to the 2016 restricted stock unit award vesting.
- F11Shares acquired in relation to the 2016 dividend equivalent unit awards vesting.
- F12Exercisable in three equal installments commencing on the first anniversary of the grant.
- F13Restricted stock units granted on February 28, 2017 vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020), provided the reporting person's employment continues through such vesting dates.
- F14Restricted 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.
- F15Restricted 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.
- F16Restricted stock units granted on February 28, 2016 vested in three equal annual installments on each anniversary of the grant date (February 28, 2017, 2018 and 2019), 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 2014-2016 performance cycle.
- F3Shares acquired in relation to the 2014 restricted stock unit award vesting.
- F4Each restricted stock unit represents a contingent right to receive one XL common share.
- F5Shares acquired in relation to the 2014 dividend equivalent unit award vesting.
- F6Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued as dividends were paid on XL common shares and vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one XL common 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 2015 restricted stock unit award vesting.
- F9Shares acquired in relation to the 2015 dividend equivalent unit award vesting.