SEC Form 4 · accession 0001209191-18-051065

XL GROUP LTD · XL

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

Reporting owner

Andre Keller

Officer — EVP, Chief Investment Officer

Period of report

Sep 12, 2018

Accepted (ET)

Sep 14, 2018 · 4:12 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	1,887	$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
Restricted Stock Units^F4,F3,F5	—	Sep 12, 2018	D	5,351	D	—	—	Common Shares	5,351	D
Dividend Equivalent Rights^F7,F6	—	Sep 12, 2018	D	164	D	—	—	Common Shares	164	D
Restricted Stock Units^F4,F3,F8	—	Sep 12, 2018	D	14,182	D	—	—	Common Shares	14,182	D
Dividend Equivalent Rights^F7,F6	—	Sep 12, 2018	D	112	D	—	—	Common Shares	112	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").
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.
F3Each restricted stock unit represents a contingent right to receive one common share.
F4At 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.
F5At 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).
F6The 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.
F7At 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.
F8At 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).