Edgar Filing: Hendrick Gregory

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hendrick Gregory

2. Issuer Name and Ticker or Trading Symbol
XL GROUP LTD [XL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, P&C

(Last)

(First)

(Middle)

100 WASHINGTON BLVD

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2018

(Street)

STAMFORD, CT 06902

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/12/2018		D⁽¹⁾		143,608 ⁽²⁾	D	$ 57.6	0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to buy)

$ 23.35

09/12/2018

51,283 ⁽³⁾

02/28/2014

02/28/2021

Common Shares

51,283

$ 57.6

Employee Stock Option (Right to buy)

$ 20.61

09/12/2018

134,409 ⁽³⁾

02/28/2015

02/28/2022

Common Shares

134,409

$ 57.6

Employee Stock Option (Right to buy)

$ 28.64

09/12/2018

109,413 ⁽³⁾

02/28/2016

02/28/2023

Common Shares

109,413

$ 57.6

Employee Stock Option (Right to buy)

$ 30.4

09/12/2018

106,105 ⁽³⁾

02/28/2017

02/28/2024

Common Shares

106,105

$ 57.6

Employee Stock Option (Right to buy)

$ 36.2

09/12/2018

167,428 ⁽³⁾

02/28/2018

02/28/2025

Common Shares

167,428

$ 57.6

Employee Stock Option (Right to buy)

$ 34.64

09/12/2018

183,640 ⁽³⁾

02/28/2019

02/28/2026

Common Shares

183,640

$ 57.6

Employee Stock Option (Right to buy)

$ 40.49

09/12/2018

110,535 ⁽³⁾

02/28/2020

02/28/2027

Common Shares

110,535

$ 57.6

Employee Stock Option (Right to buy)

$ 42.31

09/12/2018

77,370 ⁽³⁾

02/28/2021

02/28/2028

Common Shares

77,370

$ 57.6

Restricted Stock Units

⁽⁴⁾

09/12/2018

12,266 ⁽⁵⁾

⁽⁶⁾

Common Shares

12,266

$ 57.6

Dividend Equivalent Rights

⁽⁷⁾

09/12/2018

374.32 ⁽⁸⁾

⁽⁷⁾

Common Shares

374.32

$ 57.6

Restricted Stock Units

⁽⁴⁾

09/12/2018

18,909 ⁽⁹⁾

⁽¹⁰⁾

Common Shares

18,909

⁽⁹⁾

Dividend Equivalent Rights

⁽⁷⁾

09/12/2018

149.77 ⁽¹¹⁾

⁽⁷⁾

Common Shares

149.77

⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hendrick Gregory 100 WASHINGTON BLVD STAMFORD, CT 06902			President, P&C

Signatures

H. Matthew Crusey, Attorney-in-Fact for Gregory Hendrick		09/14/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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").
(2)	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.
(3)	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.
(4)	Each restricted stock unit represents a contingent right to receive one common share.
(5)	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.
(6)	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).
(7)	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.
(8)	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.
(9)	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.
(10)	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).
(11)	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.

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