0001209191-18-051065.txt : 20180914 0001209191-18-051065.hdr.sgml : 20180914 20180914161216 ACCESSION NUMBER: 0001209191-18-051065 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: Keller Andre CENTRAL INDEX KEY: 0001698935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 181071261 MAIL ADDRESS: STREET 1: XL SERVICES SWITZERLAND LTD. STREET 2: LIMMATSTRASSE 250, BREWERY BLDG. CITY: ZURICH STATE: V8 ZIP: CH-8005 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 0001698935 Keller Andre XL CATLIN, BROOKFIELD PLACE 200 LIBERTY ST., 22ND FLOOR NEW YORK NY 10281 0 1 0 0 EVP, Chief Investment Officer Common Shares 2018-09-12 4 D 0 1887 57.60 D 0 D Restricted Stock Units 2018-09-12 4 D 0 5351 57.60 D Common Shares 5351 0 D Dividend Equivalent Rights 2018-09-12 4 D 0 163.5 57.60 D Common Shares 163.5 0 D Restricted Stock Units 2018-09-12 4 D 0 14182 57.60 D Common Shares 14182 0 D Dividend Equivalent Rights 2018-09-12 4 D 0 112.34 57.60 D Common Shares 112.34 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. 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 Andre Keller 2018-09-14