SEC Form 4 · accession 0001209191-18-051060

XL GROUP LTD · XL

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

Reporting owner

Gregory Hendrick

Officer — President, P&C

Period of report

Sep 12, 2018

Accepted (ET)

Sep 14, 2018 · 4:10 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 Shares^F2	Sep 12, 2018	D	143,608	$57.60	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to buy)^F3	$23.35	Sep 12, 2018	D	51,283	D	Feb 28, 2014	Feb 28, 2021	Common Shares	51,283	D
Employee Stock Option (Right to buy)^F3	$20.61	Sep 12, 2018	D	134,409	D	Feb 28, 2015	Feb 28, 2022	Common Shares	134,409	D
Employee Stock Option (Right to buy)^F3	$28.64	Sep 12, 2018	D	109,413	D	Feb 28, 2016	Feb 28, 2023	Common Shares	109,413	D
Employee Stock Option (Right to buy)^F3	$30.40	Sep 12, 2018	D	106,105	D	Feb 28, 2017	Feb 28, 2024	Common Shares	106,105	D
Employee Stock Option (Right to buy)^F3	$36.20	Sep 12, 2018	D	167,428	D	Feb 28, 2018	Feb 28, 2025	Common Shares	167,428	D
Employee Stock Option (Right to buy)^F3	$34.64	Sep 12, 2018	D	183,640	D	Feb 28, 2019	Feb 28, 2026	Common Shares	183,640	D
Employee Stock Option (Right to buy)^F3	$40.49	Sep 12, 2018	D	110,535	D	Feb 28, 2020	Feb 28, 2027	Common Shares	110,535	D
Employee Stock Option (Right to buy)^F3	$42.31	Sep 12, 2018	D	77,370	D	Feb 28, 2021	Feb 28, 2028	Common Shares	77,370	D
Restricted Stock Units^F5,F4,F6	—	Sep 12, 2018	D	12,266	D	—	—	Common Shares	12,266	D
Dividend Equivalent Rights^F8,F7	—	Sep 12, 2018	D	374	D	—	—	Common Shares	374	D
Restricted Stock Units^F9,F4,F10	—	Sep 12, 2018	D	18,909	D	—	—	Common Shares	18,909	D
Dividend Equivalent Rights^F11,F7	—	Sep 12, 2018	D	150	D	—	—	Common Shares	150	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, 2018 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2019, 2020 and 2021).
F11In 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 $72.00 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.
F4Each restricted stock unit represents a contingent right to receive one common share.
F5At 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.
F6At 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).
F7The 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.
F8At 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.
F9In 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 $72.00 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.