0001209191-17-014901.txt : 20170227 0001209191-17-014901.hdr.sgml : 20170227 20170227172502 ACCESSION NUMBER: 0001209191-17-014901 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170217 FILED AS OF DATE: 20170227 DATE AS OF CHANGE: 20170227 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cooper Charles F.A. CENTRAL INDEX KEY: 0001698960 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 17643281 MAIL ADDRESS: STREET 1: ONE BERMUDIANA ROAD STREET 2: O'HARA HOUSE, P.O. BOX HM 2245 CITY: HAMILTON STATE: D0 ZIP: HM-08 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-02-17 0 0000875159 XL GROUP LTD XL 0001698960 Cooper Charles F.A. ONE BERMUDIANA ROAD HAMILTON D0 HM 08 BERMUDA 0 1 0 0 Chief Executive, Reinsurance Common Shares 106434 D Restricted Stock Units Common Shares 4661 D Dividend Equivalent Rights Common Shares 295.71 D Restricted Stock Units Common Shares 7828 D Dividend Equivalent Rights Common Shares 335.36 D Restricted Stock Units Ordinary Shares 15950 D Dividend Equivalent Rights Common Shares 361.86 D Restricted stock units granted on February 28, 2014 vest in three equal annual installments on each anniversary of the grant date (February 28, 2015, 2016 and 2017), provided the reporting person's employment continues through such vesting dates. Each restricted stock unit represents a contingent right to receive one XL common share. Dividend equivalent rights accrued on 2014 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 common share. 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. 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 common share. Restricted stock units granted on February 28, 2016 vest in three equal annual installments on each anniversary of the grant date (February 28, 2017, 2018 and 2019), provided the reporting person's employment continues through such vesting dates. Dividend equivalent rights accrued on 2016 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 common share. Hannah L. Orowitz, Attorney-in-Fact for Charles F.A. Cooper 2017-02-27 EX-24.3_706202 2 poa.txt POA DOCUMENT CHARLES COOPER LIMITED POWER OF ATTORNEY FOR SECURITIES OWNERSHIP REPORTING OBLIGATIONS Know all by these presents that the undersigned hereby makes, constitutes and appoints each of Henry French, Eric Goff, Kirstin Gould, Hannah Orowitz, Matthew Crusey and Chris Tuininga, and each of them acting singly, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver, file and/or maintain (a) Forms 3, 4, 5 and 144 (including any amendments thereto) with respect to the securities of XL Group Ltd, a Bermuda exempted company (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of each such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will, subject to any applicable law, be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor each such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the respective requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this limited Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company, attention the foregoing attorneys-in-fact IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23 day of February, 2017. /s/ Charles Cooper Signature Charles Cooper Print Name HAMILTON, BERMUDA On this 23 day of February, 2017, Charles Cooper personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ Rachel Cabot Notary Public