SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* LYLES KELLY JEAN (Last) (First) (Middle) XL SERVICES UK LIMITED 70 GRACECHURCH STREET (Street) LONDON X0 EC3V 0XL (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2015	3. Issuer Name and Ticker or Trading Symbol XL GROUP PLC [ XL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Regional Officer Ins	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Ordinary Shares	28,604	(2)	D
Dividend Equivalent Right	(3)	(3)	Ordinary Shares	397.33	(3)	D
Restricted Stock Units	(4)	(4)	Ordinary Shares	13,813	(2)	D
Dividend Equivalent Right	(5)	(5)	Ordinary Shares	60.06	(5)	D

Explanation of Responses:

1. Restricted stock units granted on September 9, 2014 will vest in installments beginning on on each anniversary of (February 28, 2016, 2017, 2018 and 2019), provided the reporting person's employment continues through such vesting dates.

2. Each restricted stock unit represents a contingent right to receive one share of XL common stock.

3. Dividend equivalent rights accrued on 2014 restricted stock unit awards. Dividends will vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one XL ordinary share.

4. Restricted stock units granted on February 28, 2015 vest in three equal annual installments on each anniversary of the grant date (February 28, 2016, 2017 and 2018), provided the reporting person's employment continues through such vesting dates

5. Dividend equivalent rights accrued on 2015 restricted stock unit award. Dividends will vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one XL ordinary share.

Remarks:

	Christopher Tuininga, Attorney-in-Fact for Kelly J. Lyles	05/11/2015
	** 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 5 (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).
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