0001209191-18-051056.txt : 20180914
0001209191-18-051056.hdr.sgml : 20180914
20180914160919
ACCESSION NUMBER: 0001209191-18-051056
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180912
FILED AS OF DATE: 20180914
DATE AS OF CHANGE: 20180914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Romann Gould Kirstin
CENTRAL INDEX KEY: 0001368251
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10804
FILM NUMBER: 181071230
MAIL ADDRESS:
STREET 1: ONE BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM 11
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XL GROUP LTD
CENTRAL INDEX KEY: 0000875159
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 980665416
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: O'HARA HOUSE
STREET 2: ONE BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM08
BUSINESS PHONE: 353-1-400-5500
MAIL ADDRESS:
STREET 1: O'HARA HOUSE
STREET 2: ONE BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM08
FORMER COMPANY:
FORMER CONFORMED NAME: XL GROUP PLC
DATE OF NAME CHANGE: 20100701
FORMER COMPANY:
FORMER CONFORMED NAME: XL CAPITAL LTD
DATE OF NAME CHANGE: 19990302
FORMER COMPANY:
FORMER CONFORMED NAME: EXEL LTD
DATE OF NAME CHANGE: 19950720
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-09-12
1
0000875159
XL GROUP LTD
XL
0001368251
Romann Gould Kirstin
ONE BERMUDIANA ROAD
HAMILTON
D0
HM 08
BERMUDA
0
1
0
0
General Counsel & Secretary
Common Shares
2018-09-12
4
D
0
90313
57.60
D
0
D
Employee Stock Option (Right to buy)
18.27
2018-09-12
4
D
0
66593
57.60
D
2013-02-28
2020-02-28
Common Shares
66593
0
D
Employee Stock Option (Right to buy)
23.35
2018-09-12
4
D
0
61539
57.60
D
2014-02-28
2021-02-28
Common Shares
61539
0
D
Employee Stock Option (Right to buy)
20.61
2018-09-12
4
D
0
80646
57.60
D
2015-02-28
2022-02-28
Common Shares
80646
0
D
Employee Stock Option (Right to buy)
28.64
2018-09-12
4
D
0
65948
57.60
D
2016-02-28
2023-02-28
Common Shares
65948
0
D
Employee Stock Option (Right to buy)
30.40
2018-09-12
4
D
0
63954
57.60
D
2017-02-28
2024-02-28
Common Shares
63954
0
D
Employee Stock Option (Right to buy)
36.20
2018-09-12
4
D
0
83714
57.60
D
2018-02-28
2025-02-28
Common Shares
83714
0
D
Employee Stock Option (Right to buy)
34.64
2018-09-12
4
D
0
91820
57.60
D
2019-02-28
2026-02-28
Common Shares
91820
0
D
Employee Stock Option (Right to buy)
40.49
2018-09-12
4
D
0
40802
57.60
D
2020-02-28
2027-02-28
Common Shares
40802
0
D
Employee Stock Option (Right to buy)
42.31
2018-09-12
4
D
0
21277
57.60
D
2021-02-28
2028-02-28
Common Shares
21277
0
D
Restricted Stock Units
2018-09-12
4
D
0
4528
57.60
D
Common Shares
4528
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
138.12
57.60
D
Common Shares
138.12
0
D
Restricted Stock Units
2018-09-12
4
D
0
5200
57.60
D
Common Shares
5200
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
41.18
57.60
D
Common Shares
41.18
0
D
Disposed 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").
Includes 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.
At 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.
Each restricted stock unit represents a contingent right to receive one common share.
At 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.
At 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).
The 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.
At 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.
At 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).
H. Matthew Crusey, Attorney-in-Fact for Kirstin Gould
2018-09-14