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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) | $ 42.31 | 02/28/2018 | A | 29,014 | (11) | 02/28/2028 | Common Shares | 29,014 | $ 0 | 29,014 | D | ||||
Restricted Stock Units | (3) | 02/28/2018 | A | 7,091 | (12) | (12) | Common Shares | 7,091 | $ 0 (3) | 7,091 | D | ||||
Restricted Stock Units | (3) | 02/28/2018 | M | 3,799 | (13) | (13) | Common Shares | 3,799 | (3) | 0 | D | ||||
Dividend Equivalent Rights | (5) | 02/28/2018 | M | 253 | (5) | (5) | Common Shares | 253 | (5) | 0 | D | ||||
Restricted Stock Units | (3) | 02/28/2018 | M | 3,970 | (14) | (14) | Common Shares | 3,970 | (3) | 3,970 | D | ||||
Dividend Equivalent Rights | (5) | 02/28/2018 | M | 179 | (5) | (5) | Common Shares | 179 | (5) | 180.34 | D | ||||
Restricted Stock Units | (3) | 02/28/2018 | M | 3,088 | (15) | (15) | Common Shares | 3,088 | (3) | 6,174 | D | ||||
Dividend Equivalent Rights | (5) | 02/28/2018 | M | 69 | (5) | (5) | Common Shares | 69 | (5) | 139.98 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Robb Stephen 100 WASHINGTON BLVD STAMFORD, CT 06902 |
CFO and CAO |
Hannah Orowitz, Attorney-in-Fact for Stephen Robb | 03/02/2018 | |
**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 acquisition reported represents 2008 Performance Restricted Shares that were not previously vested but which had voting rights, and which therefore had previously been included in the number of shares reported in Column 5. |
(2) | Shares acquired in relation to the 2015 restricted stock unit award vesting. |
(3) | Each restricted stock unit represents a contingent right to receive one XL common share. |
(4) | Shares acquired in relation to the 2015 dividend equivalent unit award vesting. |
(5) | Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued as dividends were paid on XL common shares and vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one XL common share. |
(6) | Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units. |
(7) | Shares acquired in relation to the 2016 restricted stock unit award vesting. |
(8) | Shares acquired in relation to the 2016 dividend equivalent unit award vesting. |
(9) | Shares acquired in relation to the 2017 restricted stock unit award vesting. |
(10) | Shares acquired in relation to the 2017 dividend equivalent unit award vesting. |
(11) | Exercisable in three equal installments commencing on the first anniversary of the grant. |
(12) | Restricted stock units granted on February 28, 2018 vest in three equal annual installments on each anniversary of the grant date (February 28, 2019, 2020 and 2021), provided the reporting person's employment continues through such vesting dates. |
(13) | Restricted stock units granted on February 28, 2015 vest in three equal annual installments on each anniversary of the grant date (February 28, 2016, 2017 and 2018), provided the reporting person's employment continues through such vesting dates. |
(14) | Restricted stock units granted on February 28, 2016 vest in three equal annual installments on each anniversary of the grant date (February 28, 2017, 2018 and 2019), provided the reporting person's employment continues through such vesting dates. |
(15) | Restricted stock units granted on February 28, 2017 vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020), provided the reporting person's employment continues through such vesting dates. |