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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Rosengarten Jacob D. 		2. Issuer Name and Ticker or Trading Symbol

XL GROUP PLC [ XL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Enterprise Risk Officer
(Last)          (First)          (Middle)

100 WASHINGTON BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2016
(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
Ordinary Shares   5/6/2016     M    9431   (1) A $0.00   (2) 41009   D    
Ordinary Shares   5/6/2016     M    459   (3) A $0.00   (4) 41468   D    
Ordinary Shares   5/6/2016     F    4841   (5) D $33.11   36627   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
Restricted Stock Units     (2) 5/6/2016     M         9431      (6)   (6) Ordinary Shares   9431   $0.00   (2) 15719   D    
Dividend Equivalent Units     (4) 5/6/2016     M         459      (4)   (4) Ordinary Shares   459   $0.00   (4) 460.23   D    

Explanation of Responses:
( 1)  Shares acquired in relation to the 2014 restricted stock unit award vesting.
( 2)  Each restricted stock unit represents a contingent right to receive one XL ordinary share.
( 3)  Shares acquired in relation to the 2014 dividend equivalent unit award vesting.
( 4)  Settlement of dividend equivalent rights in connection with vesting of restricted stock units. The rights accrued when and as dividends were paid on XL ordinary shares. Each dividend equivalent right is the economic equivalent of one XL ordinary share.
( 5)  Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
( 6)  Restricted stock units granted on May 6, 2014 vest 20% upon the 1st anniversary of the grant date; 30% on the 2nd anniversary; 50% on 3rd anniversary and the reporting person's employment continues through such vesting dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rosengarten Jacob D.
100 WASHINGTON BLVD
STAMFORD, CT 06902

Chief Enterprise Risk Officer

Signatures
Hannah Orowitz, Attorney-in-Fact for Jacob Rosengarten 5/10/2016
** 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.
XL Fleet (NYSE:XL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more XL Fleet Charts.
XL Fleet (NYSE:XL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more XL Fleet Charts.