SEC Form 4 · accession 0001363829-17-000049
Enstar Group LTD · ESGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 3, 2017
Accepted (ET)
Apr 5, 2017 · 5:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001363829
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share UnitF3,F4,F2,F1 | — | Apr 3, 2017 | A | 123 | A | — | — | Ordinary Shares | 123 | 3,083 | D |
| Restricted Share UnitF6,F2,F5 | — | Apr 3, 2017 | A | 393 | A | — | — | Ordinary Shares | 393 | 393 | D |
Explanation of responses
- F1Each Share Unit is granted pursuant to the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors (the "Plan"). Pursuant to the Plan, each Share Unit is the economic equivalent of one ordinary share. The Share Units become payable in ordinary shares (with any fractional shares paid in cash) upon Mr. Carey's termination of service as a member of the Board of Directors of Enstar Group Limited.
- F2These Share Units and Restricted Share Units granted to Mr. Carey are held by him solely for the benefit of Stone Point Capital LLC ("Stone Point"), of which Mr. Carey is a senior principal. Mr. Carey disclaims beneficial ownership of these Share Units, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect beneficial owner of these Share Units.
- F3Share Units granted as a result of the Reporting Person's election, pursuant to the Plan, to defer quarterly cash director fees.
- F4Includes 454.904 Share Units that vested on April 1, 2017.
- F5Each Restricted Share Unit is granted pursuant to the Plan and is the economic equivalent of one ordinary share. The Restricted Share Units vest on April 3, 2018. Vested units become payable in ordinary shares (with any fractional shares paid in cash) upon the Reporting Person's termination of service as a member of the Board of Directors of Enstar Group Limited.
- F6Restricted Share Units granted as a result of the Reporting Person's election, pursuant to the Plan, to defer the annual director retainer that would otherwise have been paid in restricted ordinary shares.