X0304 4 2011-12-22 0001363829 Enstar Group LTD ESGR 0001406540 Rajpal Sumit C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Ordinary Shares 2011-12-22 4 P 0 134184 86.00 A 665529 I See footnotes Series C Non-Voting Common Stock 2011-12-22 4 P 0 1975768 86.00 A Series D Non-Voting Common Stock or Ordinary Shares 1975768 2725637 I See footnotes Warrants 2011-04-20 2021-04-20 Series C Non-Voting Common Stock 340820 340820 I See footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned 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. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 665,529 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 had open short positions of 57,827 Ordinary Shares as of December 22, 2011. Goldman 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. Subject to certain regulatory approvals. The 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. /s/ Yvette Kosic, Attorney-in-fact 2011-12-22