0001571049-17-006350.txt : 20170629 0001571049-17-006350.hdr.sgml : 20170629 20170629170612 ACCESSION NUMBER: 0001571049-17-006350 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170629 DATE AS OF CHANGE: 20170629 FILER: 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 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 17939256 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XLIT Ltd. CENTRAL INDEX KEY: 0001523700 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980191089 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35311 FILM NUMBER: 17939257 BUSINESS ADDRESS: STREET 1: XL HOUSE STREET 2: ONE BERMUDIANA ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: (441) 292-8515 MAIL ADDRESS: STREET 1: XL HOUSE STREET 2: ONE BERMUDIANA ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 FORMER COMPANY: FORMER CONFORMED NAME: XL Group Ltd. DATE OF NAME CHANGE: 20110617 8-A12B 1 t1702029_8-a12b.htm FORM 8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

XL GROUP LTD	XLIT LTD.
(Exact Name of Registrant as Specified in Its Charter)	(Exact Name of Registrant as Specified in Its Charter)

BERMUDA	CAYMAN ISLANDS
(Jurisdiction of Incorporation	(Jurisdiction of Incorporation
or Organization)	or Organization)

98-0665416	98-0191089
(IRS Employer Identification no.)	(IRS Employer Identification no.)

O’Hara House, One Bermudiana Road	O’Hara House, One Bermudiana Road
Hamilton HM 08, Bermuda	Hamilton HM 08, Bermuda
(Address of Principal Executive Offices)	(Address of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which
to be so Registered		each class is to be registered

Fixed to Floating Rate Subordinated Notes Due 2047		The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨

Securities Act registration statement file number to which this form relates: 333-199842.

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant's Securities to be Registered.

The information required by this item is herein incorporated by reference to the information set forth under the caption “Description of the Subordinated Notes and Guarantee” in the Prospectus Supplement dated June 22, 2017, and under the caption “Description of Debt Securities and Guarantees” in the accompanying Prospectus dated July 25, 2016, as filed on June 23, 2017 and July 25, 2016, respectively, with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, by XL Group Ltd and XLIT Ltd.

Item 2. Exhibits.

Exhibit No.		Description

4.1		Subordinated Indenture, dated as of March 30, 2015, between XLIT Ltd., as issuer, XL Group plc, as guarantor, and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by XL Group plc with the Commission on March 30, 2015.

4.2		Second Supplemental Indenture, dated as of July 25, 2016, between XLIT Ltd., as issuer, XL Group plc, as guarantor, XL Group Ltd, as guarantor, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.3 to the Current Report on Form 8-K filed by XL Group Ltd with the Commission on July 25, 2016.

4.3		Third Supplemental Indenture, dated as of August 3, 2016, between XLIT Ltd., as issuer, XL Group plc (In Members Voluntary Liquidation), as guarantor, XL Group Ltd, as guarantor, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.2 to the Current Report on Form 8-K filed by XL Group Ltd with the Commission on August 9, 2016.

4.4		Fourth Supplemental Indenture, dated as of June 29, 2017, between XLIT Ltd., as issuer, XL Group Ltd, as guarantor, and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by XL Group Ltd with the Commission on June 29, 2017.

4.5		Form of Fixed to Floating Rate Subordinated Note due 2047 (included in Exhibit 4.4 hereto).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: June 29, 2017

	XL GROUP LTD
	(Registrant)
	By:	/s/ Stephen Robb
	Name:	Stephen Robb
	Title:	Executive Vice President and Chief Financial Officer

	XLIT LTD.
	(Registrant)
	By:	/s/ Stephen Robb
	Name:	Stephen Robb
	Title:	Director