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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to buy) | $ 19.62 | 06/14/2013 | M | 75,000 | 01/17/2013(2) | 08/11/2018 | Ordinary Shares | 75,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to buy) | $ 18.27 | 06/14/2013 | M | 44,000 | 02/28/2011(3) | 02/28/2020 | Ordinary Shares | 44,000 | $ 0 | 22,593 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Street Sarah Elizabeth 1540 BROADWAY 25TH FL NEW YORK, NY 10036 |
Chief Investment Officer |
Kirstin Gould, Attorney-in-Fact for Sarah Street | 06/17/2013 | |
**Signature of Reporting Person | Date |
* | 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.26, inclusive. The reporting person undertakes to provide to XL Group plc, any security holder of XL Group plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(2) | Represents performance options that vested after after meeting two conditions: (a) a three year cliff vesting provision; and (b) a price hurdle whereby the closing market price of XL's ordinary shares must equal or exceed $25.51 (130% of the award's grant date fair market value of $19.62) for 10 consecutive business days. The three year vesting provision was met in August 2011 and the price hurdle was met on January 17, 2013. |
(3) | Options vested and became exercisable in three equal annual installments on February 28, 2011, 2012, 2013, respectively. |