Form 4 XL GROUP LTD For: Feb 28 Filed by: Robb Stephen

March 2, 2018 4:28 PM

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Robb Stephen

(Last)

(First)

(Middle)

100 WASHINGTON BLVD

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

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)
CFO and CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
XL Common Shares	02/28/2018		A		3,250	A	$ 0	63,207 ⁽¹⁾	D
XL Common Shares	02/28/2018		F		1,019	D	$ 42.31	62,188	D
XL Common Shares	02/28/2018		M		3,799 ⁽²⁾	A	$ 0 ⁽³⁾	65,987	D
XL Common Shares	02/28/2018		M		253 ⁽⁴⁾	A	$ 0 ⁽⁵⁾	66,240	D
XL Common Shares	02/28/2018		F		1,271 ⁽⁶⁾	D	$ 42.31	64,969	D
XL Common Shares	02/28/2018		M		3,970 ⁽⁷⁾	A	$ 0 ⁽³⁾	68,939	D
XL Common Shares	02/28/2018		M		179 ⁽⁸⁾	A	$ 0 ⁽⁵⁾	69,118	D
XL Common Shares	02/28/2018		F		1,302 ⁽⁶⁾	D	$ 42.31	67,816	D
XL Common Shares	02/28/2018		M		3,088 ⁽⁹⁾	A	$ 0 ⁽³⁾	70,904	D
XL Common Shares	02/28/2018		M		69 ⁽¹⁰⁾	A	$ 0 ⁽⁵⁾	70,973	D
XL Common Shares	02/28/2018		F		990 ⁽⁶⁾	D	$ 42.31	69,983	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

	Hannah Orowitz, Attorney-in-Fact for Stephen Robb	03/02/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Form 4 XL GROUP LTD For: Feb 28 Filed by: Robb Stephen

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