FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cross Susan Lee 		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)
Global Chief Actuary
(Last)          (First)          (Middle)

ONE BERMUDIANA ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/12/2018
(Street)

HAMILTON, D0 HM 08
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/12/2018     D (1)    39394   (2) D $57.60   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy)   $18.27   9/12/2018     D         55494   (3)   2/28/2013   2/28/2020   Common Shares   55494   $57.60   0   D    
Employee Stock Option (Right to buy)   $23.35   9/12/2018     D         51283   (3)   2/28/2014   2/28/2021   Common Shares   51283   $57.60   0   D    
Employee Stock Option (Right to buy)   $20.61   9/12/2018     D         67205   (3)   2/28/2015   2/28/2022   Common Shares   67205   $57.60   0   D    
Employee Stock Option (Right to buy)   $28.64   9/12/2018     D         59953   (3)   2/28/2016   2/28/2023   Common Shares   59953   $57.60   0   D    
Employee Stock Option (Right to buy)   $30.40   9/12/2018     D         58140   (3)   2/28/2017   2/28/2024   Common Shares   58140   $57.60   0   D    
Employee Stock Option (Right to buy)   $36.20   9/12/2018     D         76104   (3)   2/28/2018   2/28/2025   Common Shares   76104   $57.60   0   D    
Employee Stock Option (Right to buy)   $34.64   9/12/2018     D         83473   (3)   2/28/2019   2/28/2026   Common Shares   83473   $57.60   0   D    
Employee Stock Option (Right to buy)   $40.49   9/12/2018     D         37092   (3)   2/28/2020   2/28/2027   Common Shares   37092   $57.60   0   D    
Employee Stock Option (Right to buy)   $42.31   9/12/2018     D         19343   (3)   2/28/2021   2/28/2028   Common Shares   19343   $57.60   0   D    
Restricted Stock Units     (4) 9/12/2018     D         4116   (5)     (6)   (6) Common Shares   4116   $57.60   0   D    
Dividend Equivalent Rights     (7) 9/12/2018     D         125.93   (8)     (7)   (7) Common Shares   125.93   $57.60   0   D    
Restricted Stock Units     (4) 9/12/2018     D         4728   (5)     (9)   (9) Common Shares   4728   $57.60   0   D    
Dividend Equivalent Rights     (7) 9/12/2018     D         37.45   (8)     (7)   (7) Common Shares   37.45   $57.60   0   D    

Explanation of Responses:
(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)  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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cross Susan Lee
ONE BERMUDIANA ROAD
HAMILTON, D0 HM 08

Global Chief Actuary

Signatures
H. Matthew Crusey, Attorney-in-Fact for Susan Lee Cross 9/14/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
XL Fleet (NYSE:XL)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more XL Fleet Charts.
XL Fleet (NYSE:XL)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more XL Fleet Charts.