4//SEC Filing
MCGAVICK MICHAEL S 4
Accession 0001209191-18-051075
CIK 0000875159other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 4:14 PM ET
Size
39.2 KB
Accession
0001209191-18-051075
Insider Transaction Report
Form 4
MCGAVICK MICHAEL S
DirectorCEO
Transactions
- Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−307,693$17,723,117→ 0 totalExercise: $23.35From: 2014-02-28Exp: 2021-02-28→ Common Shares (307,693 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−374,701$21,582,778→ 0 totalExercise: $28.64From: 2016-02-28Exp: 2023-02-28→ Common Shares (374,701 underlying) - Disposition to Issuer
Dividend Equivalent Rights
2018-09-12$57.60/sh−973.36$56,066→ 0 total→ Common Shares (973.36 underlying) - Gift
Common Shares
2018-06-15−36,000→ 261,777 total - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−202,964$11,690,726→ 0 totalExercise: $18.27From: 2013-02-28Exp: 2020-02-28→ Common Shares (202,964 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−551,751$31,780,858→ 0 totalExercise: $36.20From: 2018-02-28Exp: 2025-02-28→ Common Shares (551,751 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−287,463$16,557,869→ 0 totalExercise: $40.49From: 2020-02-28Exp: 2027-02-28→ Common Shares (287,463 underlying) - Disposition to Issuer
Restricted Stock Units
2018-09-12$57.60/sh−31,901$1,837,498→ 0 total→ Common Shares (31,901 underlying) - Disposition to Issuer
Restricted Stock Units
2018-09-12−29,544→ 0 total→ Common Shares (29,544 underlying) - Disposition to Issuer
Common Shares
2018-09-12$57.60/sh−261,777$15,078,355→ 0 total - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−646,912$37,262,131→ 0 totalExercise: $34.64From: 2019-02-28Exp: 2026-02-28→ Common Shares (646,912 underlying) - Disposition to Issuer
Dividend Equivalent Rights
2018-09-12−234→ 0 total→ Common Shares (234 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−403,226$23,225,818→ 0 totalExercise: $20.61From: 2015-02-28Exp: 2022-02-28→ Common Shares (403,226 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−363,373$20,930,285→ 0 totalExercise: $30.40From: 2017-02-28Exp: 2024-02-28→ Common Shares (363,373 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2018-09-12$57.60/sh−120,890$6,963,264→ 0 totalExercise: $42.31From: 2021-02-28Exp: 2028-02-28→ Common Shares (120,890 underlying)
Footnotes (12)
- [F1]The transaction reported involved a gift by the Reporting Person of 36,000 shares of common stock to a charitable donor advised fund.
- [F10]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 $57.60 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.
- [F11]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).
- [F12]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 $57.60 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.
- [F2]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").
- [F3]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.
- [F4]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.
- [F5]Each restricted stock unit represents a contingent right to receive one common share.
- [F6]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.
- [F7]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).
- [F8]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.
- [F9]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.
Documents
Issuer
XL GROUP LTD
CIK 0000875159
Entity typeother
Related Parties
1- filerCIK 0001205170
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 4:14 PM ET
- Size
- 39.2 KB