SEC Form 4 · accession 0001209191-18-030235
Enstar Group LTD · ESGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
STONE POINT CAPITAL LLC
Director
TRIDENT V, L.P.
Director
Trident V Parallel Fund, L.P.
Director
Period of report
May 14, 2018
Accepted (ET)
May 15, 2018 · 4:30 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 SharesF1,F2,F3 | May 14, 2018 | A | 285,986 | — | A | 1,635,986 | I | See Note |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Consists of: (a) 163,871 ordinary shares ("Shares") of Enstar Group Ltd. ("Enstar") acquired by Trident V, L.P. ("Trident V"), (b) 114,925 Shares acquired by Trident V Parallel Fund, L.P. ("Trident V Parallel"), and (c) 7,190 Shares acquired by Trident V Professionals Fund, L.P. ("Trident V Professionals").
- F2Enstar issued a total of 285,986 Shares to Trident V, Trident V Parallel, and Trident V Professionals in exchange, proportionately, for a total of 2,500,000 common shares of KaylaRe Holdings Ltd.
- F3Consists of: (a) 163,871 Shares held by or held for Trident V, (b) 114,925 Shares held by or held for Trident V Parallel, (c) 7,190 Shares held by or held for Trident V Professionals, and (d) 1,350,000 Shares held by or held for Trident Public Equity LP. Stone Point Capital LLC and certain of its subsidiaries may be deemed to beneficially own the Shares held by one or more of Trident V, Trident V Parallel, and Trident V Professionals. Each of the reporting persons disclaims beneficial ownership of the Shares disclosed herein except to the extent of such person's pecuniary interest therein, if any.
Remarks
James D. Carey, a senior principal of Stone Point Capital LLC, is a member of the Board of Directors of Enstar. Mr. Carey is a member of the investment committee and owner of one of the four general partners of the general partners of each of Trident V and Trident V Parallel. Mr. Carey is a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals. On the basis of the relationships between Mr. Carey and the reporting persons, the reporting persons may be deemed directors by deputization in respect of Enstar.