0001209191-18-051084.txt : 20180914 0001209191-18-051084.hdr.sgml : 20180914 20180914161842 ACCESSION NUMBER: 0001209191-18-051084 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: Whelley Eileen Goss CENTRAL INDEX KEY: 0001403435 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 181071355 MAIL ADDRESS: STREET 1: ONE HARTFORD PLAZA CITY: HARTFORD STATE: CT ZIP: 06155 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 0001403435 Whelley Eileen Goss 100 WASHINGTON BLVD STAMFORD CT 06902 0 1 0 0 Chief Human Resource Officer Common Shares 2018-09-12 4 D 0 22039 57.60 D 0 D Employee Stock Option (Right to buy) 22.98 2018-09-12 4 D 0 47946 57.60 D 2015-08-10 2022-08-10 Common Shares 47946 0 D Employee Stock Option (Right to buy) 28.64 2018-09-12 4 D 0 41967 57.60 D 2016-02-28 2023-02-28 Common Shares 41967 0 D Employee Stock Option (Right to buy) 30.40 2018-09-12 4 D 0 40698 57.60 D 2017-02-28 2024-02-28 Common Shares 40698 0 D Employee Stock Option (Right to buy) 36.20 2018-09-12 4 D 0 53273 57.60 D 2018-02-28 2025-02-28 Common Shares 53273 0 D Employee Stock Option (Right to buy) 34.64 2018-09-12 4 D 0 58431 57.60 D 2019-02-28 2026-02-28 Common Shares 58431 0 D Employee Stock Option (Right to buy) 40.49 2018-09-12 4 D 0 25965 57.60 D 2020-02-28 2027-02-28 Common Shares 25965 0 D Employee Stock Option (Right to buy) 42.31 2018-09-12 4 D 0 13540 57.60 D 2021-02-28 2028-02-28 Common Shares 13540 0 D Restricted Stock Units 2018-09-12 4 D 0 2882 57.60 D Common Shares 2882 0 D Dividend Equivalent Rights 2018-09-12 4 D 0 88.37 57.60 D Common Shares 88.37 0 D Restricted Stock Units 2018-09-12 4 D 0 3309 57.60 D Common Shares 3309 0 D Dividend Equivalent Rights 2018-09-12 4 D 0 26.21 57.60 D Common Shares 26.21 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 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 Eileen Goss Whelley 2018-09-14