Statement of Changes in Beneficial Ownership (4)
May 15 2018 - 5:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
STONE POINT CAPITAL LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Enstar Group LTD
[
ESGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
STONE POINT CAPITAL LLC, 20 HORSENECK LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2018
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(Street)
GREENWICH, CT 06830-6327
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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5/14/2018
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A
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285986
(1)
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A
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(2)
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1635986
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I
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See Note
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Consists 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").
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(2)
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Enstar 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.
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(3)
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Consists 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.
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STONE POINT CAPITAL LLC
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830-6327
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X
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Trident V Parallel Fund, L.P.
20 HORSENECK LANE
GREENWICH, CT 06830
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X
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Trident V Professionals Fund, L.P.
20 HORSENECK LANE
GREENWICH, CT 06830
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X
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TRIDENT V, L.P.
20 HORSENECK LANE
GREENWICH, CT 06830
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X
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Signatures
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/s/ Jacqueline Giammarco, Chief Compliance Officer
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5/15/2018
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**
Signature of Reporting Person
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Date
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By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President
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5/15/2018
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**
Signature of Reporting Person
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Date
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By: Stone Point GP Ltd., its sole general partner, By: /s/ Jacqueline Giammarco, Vice President
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5/15/2018
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**
Signature of Reporting Person
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Date
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By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President
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5/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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