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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. G98290102
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Page 2 of 6 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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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
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5.
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Sole Voting Power
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Number of
Shares
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17,071,900 (see Note 1 to Item 4 below)
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
None
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Reporting
Person
With
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7.
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Sole Dispositive Power
17,071,900 (see Note 1 to Item 4 below)
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8.
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Shared Dispositive Power
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None
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. G98290102
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Page 3 of 6 Pages
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Item 1(a).
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Name of Issuer:
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XL Group Public Limited Company
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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No. 1 Hatch Street Upper, 4th Floor
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Dublin 2, Ireland
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Item 2(a).
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Name of Person Filing
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Paulson & Co. Inc.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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1251 Avenue of the Americas, New York, NY 10020
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Item 2(c).
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Citizenship:
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Delaware corporation
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares, $0.01 par value per share
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Item 2(e).
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CUSIP Number:
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G98290102
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CUSIP NO. G98290102
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Page 4 of 6 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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|||||
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This statement is filed pursuant to Rule 13d-1(b). The person filing it has not acquired the securities with any purpose, or with the effect of, changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b); is not a person reporting pursuant to paragraph Rule 13d-1(b)(1); and is not directly or indirectly the beneficial owner of 20% or more of the class of securities indicated above.
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||||||
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Item 4.
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Ownership:
|
|||||
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Item 4(a).
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Amount Beneficially Owned: 17,071,900 (see Note 1)
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|||||
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Item 4(b).
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Percent of Class: 5.33%
|
|||||
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Item 4(c).
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Number of shares as to which such person has:
|
|||||
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(i)
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Sole power to vote or direct the vote: 17,071,900 (see Note 1)
|
|||||
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(ii)
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Shared power to vote or to direct the vote: None
|
|||||
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(iii)
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Sole power to dispose or to direct the disposition of: 17,071,900 (see Note 1)
|
|||||
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(iv)
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Shared power to dispose or to direct the disposition of: None
|
|||||
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Note 1: Paulson & Co. Inc. (“Paulson”), an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the “Funds”). In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds. Paulson disclaims beneficial ownership of such securities.
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||||||
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CUSIP NO. G98290102
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Page 5 of 6 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
|
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
|
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All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to Paulson’s knowledge owns more than 5% of the class. Paulson itself disclaims beneficial ownership of all such securities.
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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:
|
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Not applicable.
|
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Item 8.
|
Identification and Classification of Members of the Group:
|
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Not applicable.
|
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Item 9.
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Notice of Dissolution of Group:
|
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Not applicable.
|
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Item 10.
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Certification:
|
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. G98290102
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Page 6 of 6 Pages
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Date: February 14, 2012
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PAULSON & CO. INC.
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By: /s/ Stuart L. Merzer
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Stuart L. Merzer
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General Counsel & Chief Compliance Officer
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