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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Capital Ltd
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2.
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Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Cayman
Islands
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5.
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Sole
Voting Power
0
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Number
of
Shares
Beneficially
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6.
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Shared
Voting Power
0
(see Item 4)
|
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|
Owned
by Each
Reporting
Person
With:
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7.
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Sole
Dispositive Power
0
|
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8.
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Shared
Dispositive Power
0
(see Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
box if the Aggregate Amount in Row (9) Excludes
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
(see Item 4)
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12.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. G8018D107
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1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Insurance (Bermuda) Ltd
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
o
(b) o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Bermuda
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||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
0
(see Item 4)
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
0
(see Item 4)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See Instructions) o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
(see Item 4)
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
CO
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||
|
Item
1(a).
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Name
of Issuer:
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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Item
2(a).
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Name
of Person Filing:
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Item
2(b).
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Address
of Principal Business Office:
|
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The
Address of the Principal Business Office of each Reporting Person
is:
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Item
2(c).
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Citizenship:
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Item
2(d).
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Title
of Class of Securities:
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Item
2(e).
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CUSIP
Number:
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Item
3.
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Not
applicable.
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Item
4.
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Ownership:
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*
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As
of August 4, 2006, the date of the completion of the Issuer’s initial
public offering and concurrent secondary offering by the Reporting
Persons, the Reporting Persons owned 40,696,471 of the Issuer’s Common
Shares which represented approximately a 63 percent economic interest in
the Issuer, adjusted for restricted share awards to the Issuer’s employees
and management made at the effective date of the initial public
offering. In June 2007, the Reporting Persons sold an
additional 10,627,422 Common Shares of the Issuer from their holdings
(including 947,400 Common Shares pursuant to the exercise of an
over-allotment option granted to underwriters). and reduced the
amount beneficially owned by XL Capital Ltd to 30,069,049 Common Shares
which were owned by XL Insurance (Bermuda)
Ltd.
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On
August 5, 2008, all 30,069,049 Common Shares were transferred to an
unrelated third party as part of the consideration given in respect of a
Master Commutation, Release and Restructuring Agreement among XL Capital
Ltd; XL Insurance (Bermuda) Ltd; XL Reinsurance America Inc.; X.L. Global
Services, Inc.; XL Services (Bermuda) Ltd and X.L. America, Inc.; and
Security Capital Assurance Ltd; XL Financial Assurance Ltd.; XL Capital
Assurance Inc.; XL Financial Administrative Services Inc.; SCA Bermuda
Administrative Ltd.; XL Capital Assurance (U.K.) Limited; and Certain
Portfolio Trusts that are Affiliates of XL Capital Assurance Inc. and
Counterparties to Credit Default Swap Agreements with XL Capital Assurance
Inc. and Affiliates of XL Capital Assurance Inc. dated as of July 28,
2008. The transaction referred to is more fully described in the Form 8-K
filed on July 28, 2008 by XL Capital
Ltd.
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XL
Capital Ltd
|
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Number
of shares as to which such person
has:
|
|
|
(i)
|
sole
power to vote or to direct
|
|
|
the
vote:
0
|
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(ii)
|
shared
power to vote or to direct
|
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|
the
vote:
0
|
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(iii)
|
sole
power to dispose or to direct
|
|
|
the
disposition of:
0
|
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|
(iv)
|
shared
power to dispose or to direct
|
|
|
the
disposition of: 0
|
|
|
XL
Insurance (Bermuda) Ltd
|
|
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
sole
power to vote or to direct
|
|
|
the
vote:
0
|
|
|
(ii)
|
shared
power to vote or to direct
|
|
|
the
vote: 0
|
|
|
(iii)
|
sole
power to dispose or to direct
|
|
|
the
disposition
of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct
|
|
|
the
disposition
of: 0
|
|
Item
5.
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Ownership
of Five Percent or Less of a Class:
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
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Item
8.
|
Identification
and Classification of Members of the
Group:
|
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Item
9.
|
Notice
of Dissolution of Group:
|
|
Item
10.
|
Certifications:
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