SEC Form 4 · accession 0001209191-18-051048
XL GROUP LTD · XL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles F.A. Cooper
Officer — Chief Executive, Reinsurance
Period of report
Sep 12, 2018
Accepted (ET)
Sep 14, 2018 · 4:06 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common SharesF2 | Sep 12, 2018 | D | 121,933 | $57.60 | D | 0 | 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)F3 | $40.49 | Sep 12, 2018 | D | 37,092 | D | Feb 28, 2020 | Feb 28, 2027 | Common Shares | 37,092 | 0 | D |
| Employee Stock Option (Right to buy)F4 | $42.31 | Sep 12, 2018 | D | 25,146 | D | Feb 28, 2021 | Feb 28, 2028 | Common Shares | 25,146 | 0 | D |
| Restricted Stock UnitsF6,F5,F7 | — | Sep 12, 2018 | D | 5,317 | D | — | — | Common Shares | 5,317 | 0 | D |
| Dividend Equivalent RightsF9,F8 | — | Sep 12, 2018 | D | 284 | D | — | — | Common Shares | 284 | 0 | D |
| Restricted Stock UnitsF6,F5,F10 | — | Sep 12, 2018 | D | 4,116 | D | — | — | Common Shares | 4,116 | 0 | D |
| Dividend Equivalent RightsF9,F8 | — | Sep 12, 2018 | D | 126 | D | — | — | Common Shares | 126 | 0 | D |
| Restricted Stock UnitsF11,F5,F12 | — | Sep 12, 2018 | D | 6,146 | D | — | — | Common Shares | 6,146 | 0 | D |
| Dividend Equivalent RightsF13,F8 | — | Sep 12, 2018 | D | 49 | D | — | — | Common Shares | 49 | 0 | D |
Explanation of responses
- F1Disposed of following the completion of the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of March 5, 2018, by and among AXA SA, Camelot Holdings Ltd. and the Issuer. At the effective time of the Merger, each issued and outstanding common share of XL Group Ltd was automatically cancelled and converted into the right to receive $57.60 in cash (the "Merger Consideration").
- F10At the time of grant, restricted stock units granted on February 28, 2017 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020).
- F11In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger these restricted share units be canceled and converted into a deferred cash award in an amount equal to $86.40 for each such restricted share unit. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
- F12At the time of grant, restricted stock units granted on February 28, 2018 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2019, 2020 and 2021).
- F13In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger these dividend equivalent rights be canceled and converted into a deferred cash award in an amount equal to $86.40 for each such dividend equivalent right. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
- F2Includes all common shares held directly by the Reporting Person immediately prior to the Merger and which were automatically cancelled and converted into the right to receive the Merger Consideration.
- F3At the effective time of the Merger, each option to purchase common shares granted by XL Group Ltd outstanding and unexercised immediately prior to the effective time of the Merger (whether or not vested or exercisable) vested in full, was cancelled and was converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by the number of common shares subject to such option immediately prior to the effective time of the Merger.
- F4In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger this option be canceled and converted into a deferred cash award in an amount equal to $86.40 less $63.465 with respect to each common share issuable under such option. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
- F5Each restricted stock unit represents a contingent right to receive one common share.
- F6At the effective time of the Merger, each restricted stock unit granted by XL Group Ltd outstanding immediately prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration.
- F7At the time of grant, restricted stock units granted on February 28, 2016 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2017, 2018 and 2019).
- F8The dividend equivalent rights accrued when and as dividends were paid on common shares. Each dividend equivalent right is the economic equivalent of one common share.
- F9At the effective time of the Merger, each dividend equivalent right accrued and outstanding prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration.