0001209191-18-051075.txt : 20180914 0001209191-18-051075.hdr.sgml : 20180914 20180914161448 ACCESSION NUMBER: 0001209191-18-051075 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: MCGAVICK MICHAEL S CENTRAL INDEX KEY: 0001205170 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 181071289 MAIL ADDRESS: STREET 1: C/O SAFECO STREET 2: 4333 BROOKLYN AVENUE NE CITY: SEATTLE STATE: WA ZIP: 98185 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 0001205170 MCGAVICK MICHAEL S O'HARA HOUSE ONE BERMUDIANA ROAD HAMILTON D0 HM 08 BERMUDA 1 1 0 0 Chief Executive Officer Common Shares 2018-06-15 5 G 0 E 36000 0.00 D 261777 D Common Shares 2018-09-12 4 D 0 261777 57.60 D 0 D Employee Stock Option (Right to buy) 18.27 2018-09-12 4 D 0 202964 57.60 D 2013-02-28 2020-02-28 Common Shares 202964 0 D Employee Stock Option (Right to buy) 23.35 2018-09-12 4 D 0 307693 57.60 D 2014-02-28 2021-02-28 Common Shares 307693 0 D Employee Stock Option (Right to buy) 20.61 2018-09-12 4 D 0 403226 57.60 D 2015-02-28 2022-02-28 Common Shares 403226 0 D Employee Stock Option (Right to buy) 28.64 2018-09-12 4 D 0 374701 57.60 D 2016-02-28 2023-02-28 Common Shares 374701 0 D Employee Stock Option (Right to buy) 30.40 2018-09-12 4 D 0 363373 57.60 D 2017-02-28 2024-02-28 Common Shares 363373 0 D Employee Stock Option (Right to buy) 36.20 2018-09-12 4 D 0 551751 57.60 D 2018-02-28 2025-02-28 Common Shares 551751 0 D Employee Stock Option (Right to buy) 34.64 2018-09-12 4 D 0 646912 57.60 D 2019-02-28 2026-02-28 Common Shares 646912 0 D Employee Stock Option (Right to buy) 40.49 2018-09-12 4 D 0 287463 57.60 D 2020-02-28 2027-02-28 Common Shares 287463 0 D Employee Stock Option (Right to buy) 42.31 2018-09-12 4 D 0 120890 57.60 D 2021-02-28 2028-02-28 Common Shares 120890 0 D Restricted Stock Units 2018-09-12 4 D 0 31901 57.60 D Common Shares 31901 0 D Dividend Equivalent Rights 2018-09-12 4 D 0 973.36 57.60 D Common Shares 973.36 0 D Restricted Stock Units 2018-09-12 4 D 0 29544 D Common Shares 29544 0 D Dividend Equivalent Rights 2018-09-12 4 D 0 234 D Common Shares 234 0 D The transaction reported involved a gift by the Reporting Person of 36,000 shares of common stock to a charitable donor advised fund. 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 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. 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 $57.60 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 $57.60 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 Michael S. McGavick 2018-09-14