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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * LYLES KELLY JEAN   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) CEO, Client & Country Mgmt. (Last) (First) (Middle) XL SERVICES UK LIMITED, 70 GRACECHURCH STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2017 (Street) LONDON, X0 EC3V 0XL 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price XL Common Shares 02/28/2017   M   7,548 (1) A $ 0 (2) 15,542 D   XL Common Shares 02/28/2017   M   353 (3) A $ 0 (4) 15,895 D   XL Common Shares 02/28/2017   F   3,714 (5) D $ 40.49 12,181 D   XL Common Shares 02/28/2017   M   4,604 (6) A $ 0 (2) 16,785 D   XL Common Shares 02/28/2017   M   196 (7) A $ 0 (4) 16,981 D   XL Common Shares 02/28/2017   F   2,257 (8) D $ 40.49 14,724 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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		(9)	02/28/2027	Common Shares	37,092	$ 0	37,092	D
Restricted Stock Units	(10)	02/28/2017		A		6,175		(11)	(11)	Common Shares	6,175	$ 0 (10)	6,175	D
Restricted Stock Units	(2)	02/28/2017		M			7,548	(12)	(12)	Common Shares	7,548	(2)	10,870	D
Dividend Equivalent Rights	(4)	02/28/2017		M			353	(4)	(4)	Common Shares	353	(4)	707.66	D
Restricted Stock Units	(2)	02/28/2017		M			4,604	(13)	(13)	Common Shares	4,604	(2)	4,605	D
Dividend Equivalent Units	(4)	02/28/2017		M			196	(4)	(4)	Common Shares	196	(4)	197.78	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LYLES KELLY JEAN XL SERVICES UK LIMITED 70 GRACECHURCH STREET LONDON, X0 EC3V 0XL			CEO, Client & Country Mgmt.

Signatures

Hannah Orowitz, Attorney-in-Fact for Kelly J. Lyles		03/02/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 common 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 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.
(5)	Shares disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
(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 disposed of represent withholding to satisfy a tax obligation upon vesting of restricted stock units and associated dividend equivalent units.
(9)	Exercisable in three equal installments commencing on the first anniversary of the grant.
(10)	Each restricted stock unit represents a contingent right to receive one XL common share.
(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 September 9, 2014 vest in four installments on February 28, 2016, 2017, 2018 and 2019, 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.