Item 3.02. Unregistered Sales of Equity Securities.

XL Group plc issued a press release on October 14, 2011 pertaining to the issuance on October 15, 2011 by its wholly-owned subsidiary, XL Group Ltd., of Series D Preference Ordinary Shares (the “Series D Preferred Shares”) to Stoneheath Re. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The issuance of the Series D Preferred Shares is not subject to registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on (i) Regulation S under the Securities Act, and (ii) Stoneheath Re’s representation that it will not offer, sell, pledge, distribute or otherwise dispose of the Series D Preferred Shares, except in a transaction that complies with or is exempt from the registration requirements of the Securities Act. Stoneheath Re will distribute the Series D Preferred Shares in payment of the redemption price of its preferred securities in a transaction that does not constitute a “sale” within the meaning of the Securities Act. Appropriate legends were affixed to the certificate representing the Series D Preferred Shares to the effect that they may not be transferred except in a transaction that complies with the registration requirements of the Securities Act or an exemption from the registration requirements thereof.

Item 8.01. Other Events.

XL Group plc issued a press release on October 12, 2011, a copy of which is attached as Exhibit 99.1. Exhibit 99.1 and Exhibit 99.2, referred to above, are incorporated herein by reference.