SEC Form 4 · accession 0001209191-18-051070
XL GROUP LTD · XL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward J Kelly III
Director
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 SharesF2 | Sep 12, 2018 | D | 15,586 | $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 | $32.52 | Sep 12, 2018 | D | 5,000 | D | Aug 1, 2017 | Aug 1, 2024 | Common Shares | 5,000 | 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").
- 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.