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