SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TRIDENT II L P

(Last) (First) (Middle)
C/O MAPLES & CALDER, UGLAND HOUSE
BOX 309, SOUTH CHURCH STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 BWI

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGRD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Share 05/23/2007 S 708,375 D $105.5 1,258,297 D(1)(2)
Ordinary Share 05/23/2007 S 20,250 D $105.5 35,970 D(1)(3)
Ordinary Share 05/23/2007 S 21,375 D $105.5 37,969 D(1)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
TRIDENT II L P

(Last) (First) (Middle)
C/O MAPLES & CALDER, UGLAND HOUSE
BOX 309, SOUTH CHURCH STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 BWI

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRIDENT CAPITAL II LP

(Last) (First) (Middle)
C/O MAPLES & CALDER, UGLAND HOUSE
BOX 309, SOUTH CHURCH STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 BWI

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP

(Last) (First) (Middle)
C/O MAPLES & CALDER, UGLAND HOUSE
BOX 309, SOUTH CHURCH STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 BWI

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP

(Last) (First) (Middle)
C/O MAPLES & CALDER, UGLAND HOUSE
BOX 309, SOUTH CHURCH STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 BWI

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Trident II, L.P. ("Trident II") is making this joint filing on Form 4 on its own behalf and on behalf of (i) its sole general partner, Trident Capital II, L.P., (ii) Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") and (iii) Marsh & McLennan Employees' Securities Company, L.P. ("ESC"), with respect to beneficial ownership of Ordinary Shares of Enstar Group Limited ("Enstar"). Trident II, CPF and ESC have entered into an agreement pursuant to which they have agreed that they will coordinate the timing of the sale of shares of Ordinary Shares of Enstar.
2. Represents 1,258,297 Ordinary Shares of Enstar directly owned by Trident II. As a result of the agreement to coordinate referenced in Note 1 above, Trident II may be deemed to be the beneficial owner of Ordinary Shares of Enstar that are beneficially owned by ESC and CPF. Trident II disclaims beneficial ownership of Ordinary Shares of Enstar that are, or may be deemed to be, beneficially owned by ESC and CPF.
3. Represents 35,970 Ordinary Shares of Enstar directly owned by CPF. As a result of the agreement to coordinate referenced in Note 1 above, CPF may be deemed to be the beneficial owner of Ordinary Shares of Enstar that are beneficially owned by Trident II and ESC. CPF disclaims beneficial ownership of Ordinary Shares of Enstar that are, or may be deemed to be, beneficially owned by Trident II and ESC.
4. Represents 37,969 Ordinary Shares of Enstar directly owned by ESC. As a result of the agreement to coordinate referenced in Note 1 above, ESC may be deemed to be the beneficial owner of Ordinary Shares of Enstar that are beneficially owned by Trident II and CPF. ESC disclaims beneficial ownership of Ordinary Shares of Enstar that are, or may be deemed to be, beneficially owned by Trident II and CPF.
Trident II, L.P.; By: Trident Capital II, L.P., general partner; By: DW Trident GP, LLC, general partner; By: /s/ David Wermuth, Member 05/25/2007
Trident Capital II, L.P., general partner; By: DW Trident GP, LLC, general partner; By: /s/ David Wermuth, Member 05/25/2007
Marsh & McLennan Capital Professionals Fund, L.P.; By: Stone Point GP Ltd., general partner; By: /s/ David Wermuth, Secretary 05/25/2007
Marsh & McLennan Employees' Securities Company, L.P.; By: Marsh & McLennan GP I, Inc., general partner; By: Stone Point Capital LLC, agent and attorney-in-fact; By: /s/ David Wermuth, Principal 05/25/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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