| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares | 05/14/2018 | A | 285,986(1) | A | (2) | 1,635,986 | I | See Note(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of: (a) 163,871 ordinary shares ("Shares") of Enstar Group Ltd. ("Enstar") acquired by Trident V, L.P. ("Trident V"), (b) 114,925 Shares acquired by Trident V Parallel Fund, L.P. ("Trident V Parallel"), and (c) 7,190 Shares acquired by Trident V Professionals Fund, L.P. ("Trident V Professionals"). |
| 2. Enstar issued a total of 285,986 Shares to Trident V, Trident V Parallel, and Trident V Professionals in exchange, proportionately, for a total of 2,500,000 common shares of KaylaRe Holdings Ltd. |
| 3. Consists of: (a) 163,871 Shares held by or held for Trident V, (b) 114,925 Shares held by or held for Trident V Parallel, (c) 7,190 Shares held by or held for Trident V Professionals, and (d) 1,350,000 Shares held by or held for Trident Public Equity LP. Stone Point Capital LLC and certain of its subsidiaries may be deemed to beneficially own the Shares held by one or more of Trident V, Trident V Parallel, and Trident V Professionals. Each of the reporting persons disclaims beneficial ownership of the Shares disclosed herein except to the extent of such person's pecuniary interest therein, if any. |
| Remarks: |
| James D. Carey, a senior principal of Stone Point Capital LLC, is a member of the Board of Directors of Enstar. Mr. Carey is a member of the investment committee and owner of one of the four general partners of the general partners of each of Trident V and Trident V Parallel. Mr. Carey is a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals. On the basis of the relationships between Mr. Carey and the reporting persons, the reporting persons may be deemed directors by deputization in respect of Enstar. |
| /s/ Jacqueline Giammarco, Chief Compliance Officer | 05/15/2018 | |
| By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President | 05/15/2018 | |
| By: Stone Point GP Ltd., its sole general partner, By: /s/ Jacqueline Giammarco, Vice President | 05/15/2018 | |
| By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President | 05/15/2018 | |
| ** 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 Number. | ||