Sec Form 4 Filing - Cooper Charles F.A. @ XL GROUP LTD - 2017-02-28

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cooper Charles F.A. 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) Chief Executive, Reinsurance (Last) (First) (Middle) ONE BERMUDIANA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (Street) HAMILTON, D0HM 08 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price XL Common Shares 02/28/2017 A 7,689 ( 1 ) A $ 0 114,123 D XL Common Shares 02/28/2017 M 4,661 ( 2 ) A $ 0 ( 3 ) 118,784 D XL Common Shares 02/28/2017 M 295 ( 4 ) A $ 0 ( 5 ) 119,079 D XL Common Shares 02/28/2017 M 3,914 ( 6 ) A $ 0 ( 3 ) 122,993 D XL Common Shares 02/28/2017 M 167 ( 7 ) A $ 0 ( 5 ) 123,160 D XL Common Shares 02/28/2017 M 5,316 ( 8 ) A $ 0 ( 3 ) 128,476 D XL Common Shares 02/28/2017 M 120 ( 9 ) A $ 0 ( 3 ) 128,596 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 40.49 02/28/2017 A 37,092 ( 10 ) 02/28/2027 Common Shares 37,092 $ 0 37,092 D Restricted Stock Units ( 3 ) 02/28/2017 A 6,175 ( 11 ) ( 11 ) Common Shares 6,175 $ 0 ( 3 ) 6,175 D Restricted Stock Units ( 3 ) 02/28/2017 M 4,661 ( 12 ) ( 12 ) Common Shares 4,661 ( 3 ) 0 D Dividend Equivalent Rights ( 5 ) 02/28/2017 M 295 ( 5 ) ( 5 ) Common Shares 295 ( 5 ) 0 D Restricted Stock Units ( 3 ) 02/28/2017 M 3,914 ( 13 ) ( 13 ) Common Shares 3,914 ( 3 ) 3,914 D Dividend Equivalent Units ( 5 ) 02/28/2017 M 167 ( 5 ) ( 5 ) Common Shares 167 ( 5 ) 168.36 D Restricted Stock Units ( 3 ) 02/28/2017 M 5,316 ( 14 ) ( 14 ) Common Shares 5,316 ( 3 ) 10,634 D Dividend Equivalent Units ( 5 ) 02/28/2017 M 120 ( 5 ) ( 5 ) Common Shares 120 ( 5 ) 241.86 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cooper Charles F.A. ONE BERMUDIANA ROAD HAMILTON, D0HM 08 Chief Executive, Reinsurance Signatures Hannah Orowitz, Attorney-in-Fact for Charles F.A. Cooper 03/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents settlement of long-term incentive awards for the 2014-2016 performance cycle. ( 2 )Shares acquired in relation to the 2014 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 2014 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 acquired in relation to the 2015 restricted stock unit award vesting. ( 7 )Shares acquired in relation to the 2015 dividend equivalent unit award vesting. ( 8 )Shares acquired in relation to the 2016 restricted stock unit award vesting. ( 9 )Shares acquired in relation to the 2016 dividend equivalent unit awards vesting. ( 10 )Exercisable in three equal installments commencing on the first anniversary of the grant. ( 11 )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. ( 12 )Restricted stock units granted on February 28, 2014 vested in three equal annual installments on each anniversary of the grant date (February 28, 2015, 2016 and 2017), 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 vested 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.

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).

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