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
                                                                                  
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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
                      

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 (MM/DD/YYYY)

9/12/2018
(Street)

STAMFORD, CT 06902
(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)    143608   (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)   $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         134409   (3)   2/28/2015   2/28/2022   Common Shares   134409   $57.60   0   D    
Employee Stock Option (Right to buy)   $28.64   9/12/2018     D         109413   (3)   2/28/2016   2/28/2023   Common Shares   109413   $57.60   0   D    
Employee Stock Option (Right to buy)   $30.40   9/12/2018     D         106105   (3)   2/28/2017   2/28/2024   Common Shares   106105   $57.60   0   D    
Employee Stock Option (Right to buy)   $36.20   9/12/2018     D         167428   (3)   2/28/2018   2/28/2025   Common Shares   167428   $57.60   0   D    
Employee Stock Option (Right to buy)   $34.64   9/12/2018     D         183640   (3)   2/28/2019   2/28/2026   Common Shares   183640   $57.60   0   D    
Employee Stock Option (Right to buy)   $40.49   9/12/2018     D         110535   (3)   2/28/2020   2/28/2027   Common Shares   110535   $57.60   0   D    
Employee Stock Option (Right to buy)   $42.31   9/12/2018     D         77370   (3)   2/28/2021   2/28/2028   Common Shares   77370   $57.60   0   D    
Restricted Stock Units     (4) 9/12/2018     D         12266   (5)     (6)   (6) Common Shares   12266   $57.60   0   D    
Dividend Equivalent Rights     (7) 9/12/2018     D         374.32   (8)     (7)   (7) Common Shares   374.32   $57.60   0   D    
Restricted Stock Units     (4) 9/12/2018     D         18909   (9)     (10)   (10) Common Shares   18909     (9) 0   D    
Dividend Equivalent Rights     (7) 9/12/2018     D         149.77   (11)     (7)   (7) Common Shares   149.77     (11) 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)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
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 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.
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