SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person ^*
Boss Sandra Lynne

(Last) | (First) | (Middle)
C/O 22 QUEEN STREET, WINDSOR PLACE
3RD FLOOR

(Street)
HAMILTON | D0 | HM 11

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2015

3. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned | 0 | D |

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Explanation of Responses:
Remarks:
| /s/ Audrey B. Taranto by power of attorney | 11/09/2015
| ** 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 5 (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.

LIMITED POWER OF ATTORNEY

The undersigned hereby appoints each of Audrey B. Taranto, Mark Smith and Guy
Bowker, signing singly, as his attorney-in-fact to act for him and in his name
solely to do all or any of the following:

1.      To execute and file with the Securities and Exchange Commission all
statements regarding his beneficial ownership of securities of Enstar Group
Limited filed pursuant to Section 16(a) of the Securities Exchange Act of 1934;

2.      To execute all necessary instruments to carry out and perform any of the
powers stated above, and to do any other acts requisite to carrying out such
powers.

None of Audrey B. Taranto, Mark Smith or Guy Bowker shall incur any liability
to the undersigned for acting or refraining from acting under this power, except
for such attorney's own willful misconduct or gross negligence. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is Enstar Group Limited
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

Any reproduced copy of this signed original shall be deemed to be an original
counterpart of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file statements pursuant to Section 16(a)
of the Securities Exchange Act of 1934 with respect to the undersigned's
beneficial ownership of securities of Enstar Group Limited, unless earlier
revoked. This Power of Attorney shall terminate with respect to the
attorney-in-fact upon receipt by Audrey B. Taranto, Mark Smith or Guy Bowker, as
the case may be, from the undersigned of a written notice of revocation of this
Power of Attorney. The undersigned shall have the right to revoke this Power of
Attorney at any time.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
3rd day of November 2015.

Name: /s/ Sandra L. Boss

Signed at Hamilton, Bermuda
This 3rd day of November 2015
Before Me:
/s/ Raymond John Desilva
Notary Public