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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGRD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |