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