Enstar Group Limited

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SEC FORM 3 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^*

Carey James D

(Last)

(First)

(Middle)

C/O STONE POINT CAPITAL LLC

20 HORSENECK LANE

(Street)

GREENWICH

06830-6327

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2013

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)
Ordinary Shares	1,350,000	I	See Note⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Consists of: (a) 773,556 ordinary shares held by Trident V, L.P., (b) 542,505 ordinary shares held by Trident V Parallel Fund, L.P., and (c) 33,939 ordinary shares held by Trident V Professionals Fund, L.P. Mr. Carey is a member of the investment committee and owner of one of the four general partners of both of Trident Capital V, L.P. (the general partner of Trident V, L.P.) and Trident Capital V-PF (the general partner of Trident V Parallel Fund, L.P.). Mr. Carey is also a member and senior principal of Stone Point Capital LLC and a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals Fund, L.P. Mr. Carey disclaims beneficial ownership of the shares held of record or beneficially by Trident V, L.P., Trident V Parallel Fund, L.P., and Trident V Professionals Fund, L.P., except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Audrey B. Taranto by power of attorney	11/15/2013
	** 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 Richard J. Harris, Adrian C. Kimberley
and Audrey B. Taranto, 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 Richard J. Harris, Adrian C. Kimberley or Audrey B. Taranto 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 Richard J. Harris, Adrian C. Kimberley or Audrey B. Taranto, 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
6th day of November, 2013.


/s/ James D. Carey
Name: James D. Carey