SEC Form 4 · accession 0001209191-18-015634
XL GROUP LTD · XL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Robb
Officer — CFO and CAO
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 4:23 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 | 3,250 | $0.00 | A | 63,207 | D | |
| XL Common Shares | Feb 28, 2018 | F | 1,019 | $42.31 | D | 62,188 | D | |
| XL Common SharesF2,F3 | Feb 28, 2018 | M | 3,799 | $0.00 | A | 65,987 | D | |
| XL Common SharesF4,F5 | Feb 28, 2018 | M | 253 | $0.00 | A | 66,240 | D | |
| XL Common SharesF6 | Feb 28, 2018 | F | 1,271 | $42.31 | D | 64,969 | D | |
| XL Common SharesF7,F3 | Feb 28, 2018 | M | 3,970 | $0.00 | A | 68,939 | D | |
| XL Common SharesF8,F5 | Feb 28, 2018 | M | 179 | $0.00 | A | 69,118 | D | |
| XL Common SharesF6 | Feb 28, 2018 | F | 1,302 | $42.31 | D | 67,816 | D | |
| XL Common SharesF9,F3 | Feb 28, 2018 | M | 3,088 | $0.00 | A | 70,904 | D | |
| XL Common SharesF10,F5 | Feb 28, 2018 | M | 69 | $0.00 | A | 70,973 | D | |
| XL Common SharesF6 | Feb 28, 2018 | F | 990 | $42.31 | D | 69,983 | 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)F11 | $42.31 | Feb 28, 2018 | A | 29,014 | A | — | Feb 28, 2028 | Common Shares | 29,014 | 29,014 | D |
| Restricted Stock UnitsF3,F12 | — | Feb 28, 2018 | A | 7,091 | A | — | — | Common Shares | 7,091 | 7,091 | D |
| Restricted Stock UnitsF3,F13 | — | Feb 28, 2018 | M | 3,799 | D | — | — | Common Shares | 3,799 | 0 | D |
| Dividend Equivalent RightsF5 | — | Feb 28, 2018 | M | 253 | D | — | — | Common Shares | 253 | 0 | D |
| Restricted Stock UnitsF3,F14 | — | Feb 28, 2018 | M | 3,970 | D | — | — | Common Shares | 3,970 | 3,970 | D |
| Dividend Equivalent RightsF5 | — | Feb 28, 2018 | M | 179 | D | — | — | Common Shares | 179 | 180 | D |
| Restricted Stock UnitsF3,F15 | — | Feb 28, 2018 | M | 3,088 | D | — | — | Common Shares | 3,088 | 6,174 | D |
| Dividend Equivalent RightsF5 | — | Feb 28, 2018 | M | 69 | D | — | — | Common Shares | 69 | 140 | 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.
- F10Shares acquired in relation to the 2017 dividend equivalent unit award vesting.
- F11Exercisable in three equal installments commencing on the first anniversary of the grant.
- F12Restricted 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.
- 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, 2016 vest 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.
- F15Restricted 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.
- F2Shares acquired in relation to the 2015 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 2015 dividend equivalent unit award vesting.
- F5Settlement 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.
- F6Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
- F7Shares acquired in relation to the 2016 restricted stock unit award vesting.
- F8Shares acquired in relation to the 2016 dividend equivalent unit award vesting.
- F9Shares acquired in relation to the 2017 restricted stock unit award vesting.