SEC Form 4 · accession 0000769993-16-001782

Enstar Group LTD · ESGR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sumit Rajpal

Director

Period of report

Sep 15, 2016

Accepted (ET)

Sep 19, 2016 · 7:55 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001363829

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F1,F2	Sep 15, 2016	S	343,487	$158.50	D	322,061	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C Non-Voting Common Stock^F1,F3	—	Sep 15, 2016	S	1,406,731	D	—	—	Series D Non-Voting Common Stock or Ordinary Shares	1,406,731	1,318,906	I
Warrants^F1,F4,F3	—	Sep 15, 2016	S	175,901	D	Apr 20, 2011	Apr 20, 2021	Series C Non-Voting Common Stock	175,901	164,919	I

Explanation of responses

F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. The securities reported herein as indirectly sold were sold and may be deemed to have been beneficially owned directly by the Investment Partnerships (as defined below). The Reporting Person resigned from the board of directors of the Company (as defined below) effective September 16, 2016.
F2Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 322,042 ordinary shares, par value $1.00 per share ("Ordinary Shares"), of Enstar Group Limited (the "Company") through certain investment partnerships (the "Investment Partnerships"). Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member, member or investment manager of the Investment Partnerships. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 19 Ordinary Shares and Goldman Sachs also has open short positions of 57,827 Ordinary Shares, due to exempt transactions, as of September 15, 2016.
F3Goldman Sachs and GS Group may be deemed to beneficially own indirectly the shares of Series C Non-Voting Common Stock, par value $1.00 per share (the "Series C Common Stock"), through the Investment Partnerships. The Series C Common Stock have the same economic rights as the Ordinary Shares but have no voting rights, except on certain limited matters. Shares of Series C Common Stock are convertible at the election of the holder into Series D Non-Voting Common Stock. Additionally, shares of Series C Common Stock convert into Ordinary Shares only upon (i) a widespread public distribution, (ii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company or (iii) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from the holder. The Series C Common Stock do not have an expiration date.
F4The Warrants are exercisable for shares of Series C Common Stock. The exercise price per share of Series C Common Stock is $115.00, subject to certain adjustments. Goldman Sachs and GS Group may be deemed to beneficially own indirectly the Warrants through the Investment Partnerships.