SEC Form 4 · accession 0001209191-18-051075

XL GROUP LTD · XL

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

Reporting owner

Michael S McGavick

Officer — Chief Executive Officer · Director

Period of report

Sep 12, 2018

Accepted (ET)

Sep 14, 2018 · 4:14 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	Jun 15, 2018	G	36,000	$0.00	D	261,777	D
Common Shares^F3	Sep 12, 2018	D	261,777	$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)^F4	$18.27	Sep 12, 2018	D	202,964	D	Feb 28, 2013	Feb 28, 2020	Common Shares	202,964	D
Employee Stock Option (Right to buy)^F4	$23.35	Sep 12, 2018	D	307,693	D	Feb 28, 2014	Feb 28, 2021	Common Shares	307,693	D
Employee Stock Option (Right to buy)^F4	$20.61	Sep 12, 2018	D	403,226	D	Feb 28, 2015	Feb 28, 2022	Common Shares	403,226	D
Employee Stock Option (Right to buy)^F4	$28.64	Sep 12, 2018	D	374,701	D	Feb 28, 2016	Feb 28, 2023	Common Shares	374,701	D
Employee Stock Option (Right to buy)^F4	$30.40	Sep 12, 2018	D	363,373	D	Feb 28, 2017	Feb 28, 2024	Common Shares	363,373	D
Employee Stock Option (Right to buy)^F4	$36.20	Sep 12, 2018	D	551,751	D	Feb 28, 2018	Feb 28, 2025	Common Shares	551,751	D
Employee Stock Option (Right to buy)^F4	$34.64	Sep 12, 2018	D	646,912	D	Feb 28, 2019	Feb 28, 2026	Common Shares	646,912	D
Employee Stock Option (Right to buy)^F4	$40.49	Sep 12, 2018	D	287,463	D	Feb 28, 2020	Feb 28, 2027	Common Shares	287,463	D
Employee Stock Option (Right to buy)^F4	$42.31	Sep 12, 2018	D	120,890	D	Feb 28, 2021	Feb 28, 2028	Common Shares	120,890	D
Restricted Stock Units^F6,F5,F7	—	Sep 12, 2018	D	31,901	D	—	—	Common Shares	31,901	D
Dividend Equivalent Rights^F9,F8	—	Sep 12, 2018	D	973	D	—	—	Common Shares	973	D
Restricted Stock Units^F10,F5,F11	—	Sep 12, 2018	D	29,544	D	—	—	Common Shares	29,544	D
Dividend Equivalent Rights^F12,F8	—	Sep 12, 2018	D	234	D	—	—	Common Shares	234	D

Explanation of responses

F1The transaction reported involved a gift by the Reporting Person of 36,000 shares of common stock to a charitable donor advised fund.
F10In 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 $57.60 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.
F11At 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).
F12In 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 $57.60 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.
F2Disposed 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").
F3Includes 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.
F4At 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.
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, 2017 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020).
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.