SEC Form 4 · accession 0001209191-18-051084

XL GROUP LTD · XL

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

Reporting owner

Eileen Goss Whelley

Officer — Chief Human Resource Officer

Period of report

Sep 12, 2018

Accepted (ET)

Sep 14, 2018 · 4:18 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	22,039	$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	$22.98	Sep 12, 2018	D	47,946	D	Aug 10, 2015	Aug 10, 2022	Common Shares	47,946	D
Employee Stock Option (Right to buy)^F3	$28.64	Sep 12, 2018	D	41,967	D	Feb 28, 2016	Feb 28, 2023	Common Shares	41,967	D
Employee Stock Option (Right to buy)^F3	$30.40	Sep 12, 2018	D	40,698	D	Feb 28, 2017	Feb 28, 2024	Common Shares	40,698	D
Employee Stock Option (Right to buy)^F3	$36.20	Sep 12, 2018	D	53,273	D	Feb 28, 2018	Feb 28, 2025	Common Shares	53,273	D
Employee Stock Option (Right to buy)^F3	$34.64	Sep 12, 2018	D	58,431	D	Feb 28, 2019	Feb 28, 2026	Common Shares	58,431	D
Employee Stock Option (Right to buy)^F3	$40.49	Sep 12, 2018	D	25,965	D	Feb 28, 2020	Feb 28, 2027	Common Shares	25,965	D
Employee Stock Option (Right to buy)^F3	$42.31	Sep 12, 2018	D	13,540	D	Feb 28, 2021	Feb 28, 2028	Common Shares	13,540	D
Restricted Stock Units^F5,F4,F6	—	Sep 12, 2018	D	2,882	D	—	—	Common Shares	2,882	D
Dividend Equivalent Rights^F8,F7	—	Sep 12, 2018	D	88	D	—	—	Common Shares	88	D
Restricted Stock Units^F5,F4,F9	—	Sep 12, 2018	D	3,309	D	—	—	Common Shares	3,309	D
Dividend Equivalent Rights^F8,F7	—	Sep 12, 2018	D	26	D	—	—	Common Shares	26	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.
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.
F9At 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).