FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XL GROUP PLC [ XL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
XL Ordinary Shares | 02/28/2013 | A | 3,601(1) | A | $0.00 | 7,651 | D | |||
XL Ordinary Shares | 02/28/2013 | F | 1,417(2) | D | $0.00 | 6,234 | D | |||
XL Ordinary Shares | 02/28/2013 | M | 5,109(3) | A | $0.00(4) | 11,343 | D | |||
XL Ordinary Shares | 02/28/2013 | M | 320(5) | A | $0.00(6) | 11,663 | D | |||
XL Ordinary Shares | 02/28/2013 | F | 1,842(7) | D | $0.00 | 9,821 | D | |||
XL Ordinary Shares | 02/28/2013 | M | 3,569(8) | A | $0.00 | 13,390 | D | |||
XL Ordinary Shares | 02/28/2013 | M | 145(9) | A | $0.00 | 13,535 | D | |||
XL Ordinary Shares | 02/28/2013 | F | 1,266(7) | D | $0.00 | 12,269 | D | |||
XL Ordinary Shares | 02/28/2013 | M | 4,448(10) | A | $0.00 | 16,717 | D | |||
XL Ordinary Shares | 02/28/2013 | M | 85(11) | A | $0.00 | 16,802 | D | |||
XL Ordinary Shares | 02/28/2013 | F | 1,544(7) | D | $0.00 | 15,258 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 02/28/2013 | A | 14,403 | (12) | (12) | Ordinary Shares | 14,403 | (4) | 14,403 | D | ||||
Restricted Stock Units | (4) | 02/28/2013 | M | 5,109 | (13) | (13) | Ordinary Shares | 9,123 | (4) | 9,123 | D | ||||
Dividend Equivalent Rights | (6) | 02/28/2013 | M | 320 | (6) | (6) | Ordinary Shares | 570 | (6) | 570 | D | ||||
Restricted Stock Units | (4) | 02/28/2013 | M | 3,569 | (14) | (14) | Ordinary Shares | 3,569 | (4) | 3,569 | D | ||||
Dividend Equivalent Units | (6) | 02/28/2013 | M | 145 | (6) | (6) | Ordinary Shares | 145 | (6) | 145 | D | ||||
Restricted Stock Units | (4) | 02/28/2013 | M | 4,448 | (15) | (15) | Ordinary Shares | 4,448 | (4) | 4,448 | D | ||||
Dividend Equivalent Units | (6) | 02/28/2013 | M | 85 | (6) | (6) | Ordinary Shares | 85 | (6) | 85 | D |
Explanation of Responses: |
1. Represents settlement of long-term incentive awards for the 2010-2012 performance cycle. |
2. Shares disposed of represent withholding to satisfy tax obligations on vesting of long-term incentives for the 2010-2012 performance cycle. |
3. Shares acquired in relation to the 2010 restricted stock unit award vesting. |
4. Each restricted stock unit represents a contingent right to recieve one XL ordinary share. |
5. Shares acquired in relation to the 2010 dividend equivalent units award vesting. |
6. Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on XL ordinary shares. Each dividend equivalent right is the economic equivalent of one XL ordinary share. |
7. Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units. |
8. Shares acquired in relation to the 2011 restricted stock unit award vesting. |
9. Shares acquired in relation to the 2011 dividend equivalent unit awards vesting. |
10. Shares acquired in relation to the 2012 restricted stock unit award vesting. |
11. Shares acquired in relation to the 2012 dividend equivalent unit award vesting. |
12. Restricted stock units granted on February 28, 2013 vest in three equal annual installments on each anniversary of the grant date (February 28, 2014, 2015 and 2016), provided the reporting person's employment continues through such vesting dates. |
13. Restricted stock units granted on February 28, 2010 vested in three equal annual installments on each anniversary of the grant date (February 28, 2011, 2012 and 2013). |
14. Restricted stock units granted on February 28, 2011 vest in three equal annual installments on each anniversary of the grant date (February 28, 2012, 2013 and 2014), provided the reporting person's employment continues through such vesting dates. |
15. Restricted stock units granted on February 28, 2012 will vest in three equal annual installments on each anniversary of the grant date (February 28, 2013, 2014 and 2015), provided the reporting person's employment continues through such vesting dates. |
Remarks: |
Karen Kanjian, Attorney in Fact for Stephen Robb | 03/04/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |