SEC Form 4 · accession 0001209191-18-015619

XL GROUP LTD · XL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kelly Jean Lyles

Officer — CE, Client & Country Mgmt.

Period of report

Feb 28, 2018

Accepted (ET)

Mar 2, 2018 · 4:19 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
XL Common Shares^F1,F2	Feb 28, 2018	M	7,548	$0.00	A	22,272	D
XL Common Shares^F3,F4	Feb 28, 2018	M	485	$0.00	A	22,757	D
XL Common Shares^F5	Feb 28, 2018	F	3,776	$42.31	D	18,981	D
XL Common Shares^F6,F2	Feb 28, 2018	M	4,605	$0.00	A	23,586	D
XL Common Shares^F7,F4	Feb 28, 2018	M	307	$0.00	A	23,893	D
XL Common Shares^F5	Feb 28, 2018	F	2,310	$42.31	D	21,583	D
XL Common Shares^F8,F2	Feb 28, 2018	M	2,059	$0.00	A	23,642	D
XL Common Shares^F9,F4	Feb 28, 2018	M	46	$0.00	A	23,688	D
XL Common Shares^F5	Feb 28, 2018	F	990	$42.31	D	22,698	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)^F10	$42.31	Feb 28, 2018	A	19,343	A	—	Feb 28, 2028	Common Shares	19,343	19,343	D
Restricted Stock Units^F2,F11	—	Feb 28, 2018	A	4,728	A	—	—	Common Shares	4,728	4,728	D
Restricted Stock Units^F2,F12	—	Feb 28, 2018	M	7,548	D	—	—	Common Shares	7,548	3,322	D
Dividend Equivalent Rights^F4	—	Feb 28, 2018	M	485	D	—	—	Common Shares	485	486	D
Restricted Stock Units^F2,F13	—	Feb 28, 2018	M	4,605	D	—	—	Common Shares	4,605	0	D
Dividend Equivalent Rights^F4	—	Feb 28, 2018	M	307	D	—	—	Common Shares	307	0	D
Restricted Stock Units^F2,F14	—	Feb 28, 2018	M	2,059	D	—	—	Common Shares	2,059	4,116	D
Dividend Equivalent Rights^F4	—	Feb 28, 2018	M	46	D	—	—	Common Shares	46	93	D

Explanation of responses

F1Shares acquired in relation to the 2014 restricted stock unit award vesting.
F10Exercisable in three equal installments commencing on the first anniversary of the grant.
F11Restricted 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.
F12Restricted 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.
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, 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.
F2Each restricted stock unit represents a contingent right to receive one XL common 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 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.
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 acquired in relation to the 2017 restricted stock unit award vesting.
F9Shares acquired in relation to the 2017 dividend equivalent unit award vesting.