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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Ordinary Shares | 355,300 | I | Held by Elk Evergreen Investments, LLC(1)(3) |
Ordinary Shares | 358,900 | I | Held by Elk Cypress Investments, LLC(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
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. These securities are owned directly by Elk Evergreen Investments, LLC. Elk Evergreen Investments, LLC's manager is TAO SPV GP, LLC ("TAO SPV GP"), whose sole member is TSSP Sub-Fund HoldCo, LLC, a Delaware limited liability company ("Sub-Fund HoldCo"). Sub-Fund HoldCo is managed by its sole member, whose managing member is Alan Waxman. |
2. These securities are owned directly by Elk Cypress Investments, LLC. Elk Cypress Investments, LLC's manager is TAO SPV GP, whose sole member is Sub-Fund HoldCo. Sub-Fund HoldCo is managed by its sole member, whose managing member is Alan Waxman. |
3. Each Reporting Person disclaims beneficial ownership over the reported securities herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein. |
Remarks: |
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act because they may be deemed to be a "group" for purposes of Section 13(d) of the Exchange Act, with certain other shareholders of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Exchange Act, or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act. Exhibit 24 - Authorization and Designation Letter, dated July 15, 2023, by Alan Waxman (incorporated by reference to Exhibit 2 to the Schedule 13D filed with the SEC by the Reporting Persons on July 30, 2024). |
Elk Evergreen Investments, LLC, By: /s/ Joshua Peck, Vice President | 08/05/2024 | |
Elk Cypress Investments, LLC, By: /s/ Joshua Peck, Vice President | 08/05/2024 | |
TSSP Sub-Fund HoldCo, LLC, By: /s/ Joshua Peck, Vice President | 08/05/2024 | |
Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman | 08/05/2024 | |
** 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. |