View:
Download DOC
Download PDF
SEC FORM 4/A SEC Form 4
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
COLLINS PAUL J
(Last) (First) (Middle)
42 BERKELEY SQUARE
(Street)
LONDON X0 W155AW
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/01/2007 		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 Acquired, Disposed of, or Beneficially Owned
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 01/31/2007 A 15,000 A (1) 15,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Options to Purchase Ordinary Shares $58.94(2) 01/31/2007 A 4,903(2) 01/31/2007 04/03/2015 Ordinary Shares 4,903(2) $58.94 4,903 D
Restricted Share Units (3) 01/31/2007 A 1,304 01/31/2007 (3) Ordinary Shares 1,304 (3) 1,304 D
Explanation of Responses:
1. Received in exchange for 15,000 shares of common stock of The Enstar Group, Inc. in connection with the merger of The Enstar Group, Inc. and a subsidiary of Enstar Group Limited, formerly known as Castlewood Holdings Limited (the "Merger"). On the effective date of the Merger, the closing price of the common stock of The Enstar Group, Inc. was $107.83 per share. On the first day of trading after the effective date of the Merger (the first date of trading in the ordinary shares of Enstar Group Limited), the closing price of Enstar Group Limited ordinary shares was $104.75 per share.
2. Received in the Merger in exchange for a stock option to acquire 5,000 shares of common stock of The Enstar Group, Inc. with an exercise price of $57.81.
3. Received in the Merger in exchange for Restricted Stock Units of The Enstar Group, Inc. accrued under The Enstar Group, Inc. Deferred Compensation and Stock Plan for Non-Employee Directors, as amended and restated. The RSUs may be settled in a lump sum distribution or in quarterly or annual installment payments over a period not to exceed 10 years beginning as of the first business day of any calendar year after the termination of the Reporting Person's services on the Board of Directors of Enstar Group Limited.
Remarks:
This amendment amends the Form 4 filed on February 1, 2007 to reflect the number of ordinary shares underlying stock options (and the corresponding exercise price) received in the Merger (as defined below).
Cheryl D. Davis by power of attorney 02/13/2007
** 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.
LIMITED POWER OF ATTORNEY


	The undersigned hereby appoints each of Cheryl D. Davis and Amy M. Dunaway,
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 Cheryl D. Davis or Amy M. Dunaway 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 is governed by Delaware law.

	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 Cheryl D. Davis or Amy M. Dunaway, 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
9th day of February 2007.

By:  	/s/ Paul J. Collins
	Paul J. Collins