0001209191-18-051072.txt : 20180914
0001209191-18-051072.hdr.sgml : 20180914
20180914161335
ACCESSION NUMBER: 0001209191-18-051072
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: LYLES KELLY JEAN
CENTRAL INDEX KEY: 0001640696
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10804
FILM NUMBER: 181071284
MAIL ADDRESS:
STREET 1: 63 HURON ROAD
CITY: LONDON
STATE: X0
ZIP: SW178RG
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
0001640696
LYLES KELLY JEAN
XL SERVICES UK LIMITED
70 GRACECHURCH STREET
LONDON
X0
EC3V 0XL
UNITED KINGDOM
0
1
0
0
CE, Client & Country Mgmt.
Common Shares
2018-09-12
4
D
0
22698
57.60
D
0
D
Employee Stock Option (Right to buy)
34.64
2018-09-12
4
D
0
83473
57.60
D
2019-02-28
2026-02-28
Common Shares
83473
0
D
Employee Stock Option (Right to buy)
40.49
2018-09-12
4
D
0
37092
57.60
D
2020-02-28
2027-02-28
Common Shares
37092
0
D
Employee Stock Option (Right to buy)
42.31
2018-09-12
4
D
0
19343
57.60
D
2021-02-28
2028-02-28
Common Shares
19343
0
D
Restricted Stock Units
2018-09-12
4
D
0
3322
57.60
D
Common Shares
3322
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
516.31
57.60
D
Common Shares
516.31
0
D
Restricted Stock Units
2018-09-12
4
D
0
4116
57.60
D
Common Shares
4116
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
125.93
57.60
D
Common Shares
125.93
0
D
Restricted Stock Units
2018-09-12
4
D
0
4728
D
Common Shares
4728
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
37.45
D
Common Shares
37.45
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 September 9, 2014 were scheduled to vest in four annual installments on each anniversary of February 28, 2016, 2017, 2018 and 2019.
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, 2017 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020).
In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger these restricted share units be canceled and converted into a deferred cash award in an amount equal to $72.00 for each such restricted share unit. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
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).
In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger these dividend equivalent rights be canceled and converted into a deferred cash award in an amount equal to $72.00 for each such dividend equivalent right. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
H. Matthew Crusey, Attorney-in-Fact for Kelly J. Lyles
2018-09-14