SEC Form 4 · accession 0001140361-15-023267
Enstar Group LTD · ESGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William E Macaulay
Director
FIRST RESERVE FUND XII LP
Director
FR XII A PARALLEL VEHICLE LP
Director
First Reserve GP XII, LP
Director
First Reserve GP XII Ltd
Director
FR XI Offshore GP Ltd
Director
FR XI Offshore GP, L.P.
Director
FR Torus Co-Investment, L.P.
Director
FR XI Offshore AIV, L.P.
Director
Period of report
Jun 3, 2015
Accepted (ET)
Jun 4, 2015 · 5:22 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 Stock, par value $1.00/share ("Ordinary Shares")F1,F5,F6,F7 | Jun 3, 2015 | S | 652,596 | $140.00 | D | 0 | I | See Footnote |
| Ordinary StockF2,F5,F6,F7 | Jun 3, 2015 | S | 11,715 | $140.00 | D | 0 | I | See Footnote |
| Ordinary StockF3,F5,F6,F7 | Jun 3, 2015 | S | 809,989 | $140.00 | D | 0 | I | See Footnote |
| Ordinary StockF4,F5,F6,F7 | Jun 3, 2015 | S | 26,911 | $140.00 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Ordinary Shares held directly by First Reserve Fund XII, L.P. ("First Reserve XII").
- F2Represents Ordinary Shares held directly by FR XII-A Parallel Vehicle L.P., ("FR XII-A").
- F3Represents Ordinary Shares held directly by FR XI Offshore AIV, L.P. ("FR XI Offshore AIV").
- F4Represents Ordinary Shares held directly by FR Torus Co-Investment, L.P ("FR Co-Invest," together with First Reserve XII, FR XII-A and FR XI Offshore AIV, the "First Reserve Vehicles").
- F5First Reserve GP XII Limited ("XII Limited") is the general partner of First Reserve GP XII, L.P. ("XII GP"), which in turn is the general partner of each of First Reserve XII and FR XII-A. XII Limited is the general partner of FR Co-Invest. William E. Macaulay is a director of XII Limited, and has the right to appoint a majority of the Board of Directors of XII Limited. By virtue of Mr. Macaulay's right to appoint a majority of the directors of XII Limited, Mr. Macaulay may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose of or direct the disposition of) the Ordinary Shares held by each of First Reserve XII, FR XII-A and FR Co-Invest and therefore, Mr. Macaulay may be deemed to be a beneficial owner of such Ordinary Shares.
- F6FR XI Offshore GP, L.P. ("GP XI Offshore") is the general partner of FR XI Offshore AIV. FR XI Offshore GP Limited ("GP XI Offshore Limited", together with the First Reserve Vehicles, XII Limited, XII GP, GP XI Offshore and Mr. Macaulay, collectively the "Reporting Persons") is the general partner of GP XI Offshore.
- F7Each of such Reporting Persons may be deemed to beneficially own the Ordinary Shares beneficially owned by the First Reserve Vehicles directly or indirectly controlled by it, but each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of such Ordinary Shares, disclaims beneficial ownership of the Ordinary Shares held by the First Reserve Vehicles except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of Ordinary Shares, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.