Statement of Changes in Beneficial Ownership (4)
11 May 2016 - 7:32AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rosengarten Jacob D.
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2. Issuer Name
and
Ticker or Trading Symbol
XL GROUP PLC
[
XL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Enterprise Risk Officer
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(Last)
(First)
(Middle)
100 WASHINGTON BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2016
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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5/6/2016
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M
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9431
(1)
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A
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$0.00
(2)
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41009
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D
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Ordinary Shares
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5/6/2016
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M
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459
(3)
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A
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$0.00
(4)
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41468
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D
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Ordinary Shares
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5/6/2016
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F
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4841
(5)
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D
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$33.11
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36627
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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5/6/2016
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M
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9431
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(6)
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(6)
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Ordinary Shares
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9431
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$0.00
(2)
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15719
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D
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Dividend Equivalent Units
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(4)
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5/6/2016
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M
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459
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(4)
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(4)
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Ordinary Shares
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459
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$0.00
(4)
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460.23
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D
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Explanation of Responses:
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(
1)
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Shares acquired in relation to the 2014 restricted stock unit award vesting.
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(
2)
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Each restricted stock unit represents a contingent right to receive one XL ordinary share.
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(
3)
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Shares acquired in relation to the 2014 dividend equivalent unit award vesting.
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(
4)
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Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on XL ordinary shares. Each dividend equivalent right is the economic equivalent of one XL ordinary share.
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(
5)
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Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
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(
6)
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Restricted stock units granted on May 6, 2014 vest 20% upon the 1st anniversary of the grant date; 30% on the 2nd anniversary; 50% on 3rd anniversary and the reporting person's employment continues through such vesting dates.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rosengarten Jacob D.
100 WASHINGTON BLVD
STAMFORD, CT 06902
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Chief Enterprise Risk Officer
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Signatures
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Hannah Orowitz, Attorney-in-Fact for Jacob Rosengarten
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5/10/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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