SEC Form 4 · accession 0001209191-18-015583
XL GROUP LTD · XL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gould Kirstin Romann
Officer — General Counsel & Secretary
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 4:11 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, 2018 | A | 4,500 | $0.00 | A | 88,508 | D | |
| XL Common Shares | Feb 28, 2018 | F | 459 | $42.31 | D | 88,049 | D | |
| XL Common SharesF1 | Feb 28, 2018 | A | 500 | $0.00 | A | 88,049 | D | |
| XL Common Shares | Feb 28, 2018 | F | 51 | $42.31 | D | 87,998 | D | |
| XL Common SharesF2,F3 | Feb 28, 2018 | M | 2,264 | $0.00 | A | 90,262 | D | |
| XL Common SharesF4,F5 | Feb 28, 2018 | M | 51 | $0.00 | A | 90,313 | 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)F6 | $42.31 | Feb 28, 2018 | A | 21,277 | A | — | Feb 28, 2028 | Common Shares | 21,277 | 21,277 | D |
| Restricted Stock UnitsF3,F7 | — | Feb 28, 2018 | A | 5,200 | A | — | — | Common Shares | 5,200 | 5,200 | D |
| Restricted Stock UnitsF3,F8 | — | Feb 28, 2018 | M | 2,264 | D | — | — | Common Shares | 2,264 | 4,528 | D |
| Dividend Equivalent RightsF5 | — | Feb 28, 2018 | M | 51 | D | — | — | Common Shares | 51 | 102 | D |
Explanation of responses
- F1The acquisition reported represents 2008 Performance Restricted Shares that were not previously vested but which had voting rights, and which therefore had previously been included in the number of shares reported in Column 5.
- F2Shares acquired in relation to the 2017 restricted stock unit award vesting.
- F3Each restricted stock unit represents a contingent right to receive one XL common share.
- F4Shares acquired in relation to the 2017 dividend equivalent unit award vesting.
- F5Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on XL common stock. Each dividend equivalent right is the economic equivalent of one share of XL common stock.
- F6Exercisable in three equal annual installments commencing on the first anniversary of the grant.
- F7Restricted stock units granted on February 28, 2018 vest in three equal annual installments on each anniversary of the grant date (February 28, 2019, 2020 and 2021), provided the reporting person's employment continues through such vesting dates.
- F8Restricted 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.