Sec Form 4 Filing - Cross Susan Lee @ XL GROUP LTD - 2018-09-12

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 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/YY) 09/12/2018 (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 Common Shares 09/12/2018 D( 1 ) 39,394 ( 2 ) D $ 57.6 0 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) $ 18.27 09/12/2018 D 55,494 ( 3 ) 02/28/2013 02/28/2020 Common Shares 55,494 $ 57.6 0 D Employee Stock Option (Right to buy) $ 23.35 09/12/2018 D 51,283 ( 3 ) 02/28/2014 02/28/2021 Common Shares 51,283 $ 57.6 0 D Employee Stock Option (Right to buy) $ 20.61 09/12/2018 D 67,205 ( 3 ) 02/28/2015 02/28/2022 Common Shares 67,205 $ 57.6 0 D Employee Stock Option (Right to buy) $ 28.64 09/12/2018 D 59,953 ( 3 ) 02/28/2016 02/28/2023 Common Shares 59,953 $ 57.6 0 D Employee Stock Option (Right to buy) $ 30.4 09/12/2018 D 58,140 ( 3 ) 02/28/2017 02/28/2024 Common Shares 58,140 $ 57.6 0 D Employee Stock Option (Right to buy) $ 36.2 09/12/2018 D 76,104 ( 3 ) 02/28/2018 02/28/2025 Common Shares 76,104 $ 57.6 0 D Employee Stock Option (Right to buy) $ 34.64 09/12/2018 D 83,473 ( 3 ) 02/28/2019 02/28/2026 Common Shares 83,473 $ 57.6 0 D Employee Stock Option (Right to buy) $ 40.49 09/12/2018 D 37,092 ( 3 ) 02/28/2020 02/28/2027 Common Shares 37,092 $ 57.6 0 D Employee Stock Option (Right to buy) $ 42.31 09/12/2018 D 19,343 ( 3 ) 02/28/2021 02/28/2028 Common Shares 19,343 $ 57.6 0 D Restricted Stock Units ( 4 ) 09/12/2018 D 4,116 ( 5 ) ( 6 ) ( 6 ) Common Shares 4,116 $ 57.6 0 D Dividend Equivalent Rights ( 7 ) 09/12/2018 D 125.93 ( 8 ) ( 7 ) ( 7 ) Common Shares 125.93 $ 57.6 0 D Restricted Stock Units ( 4 ) 09/12/2018 D 4,728 ( 5 ) ( 9 ) ( 9 ) Common Shares 4,728 $ 57.6 0 D Dividend Equivalent Rights ( 7 ) 09/12/2018 D 37.45 ( 8 ) ( 7 ) ( 7 ) Common Shares 37.45 $ 57.6 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cross Susan Lee ONE BERMUDIANA ROAD HAMILTON, D0HM 08 Global Chief Actuary Signatures H. Matthew Crusey, Attorney-in-Fact for Susan Lee Cross 09/14/2018 Signature of Reporting Person Date

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).

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