0001363829-23-000011.txt : 20230214 0001363829-23-000011.hdr.sgml : 20230214 20230214165955 ACCESSION NUMBER: 0001363829-23-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Point Income Co Inc. CENTRAL INDEX KEY: 0001754836 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91092 FILM NUMBER: 23631139 BUSINESS ADDRESS: STREET 1: 600 STEAMBOAT RD, SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203.862.3150 MAIL ADDRESS: STREET 1: 600 STEAMBOAT RD, SUITE 202 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: EP Income Co LLC DATE OF NAME CHANGE: 20181001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enstar Group LTD CENTRAL INDEX KEY: 0001363829 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 999999999 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 22 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX BUSINESS PHONE: 441-292-3645 MAIL ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 22 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX FORMER COMPANY: FORMER CONFORMED NAME: Castlewood Holdings LTD DATE OF NAME CHANGE: 20060523 SC 13G/A 1 epic13g2022.htm SC 13G/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________________
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)* 

_______________________________

 EAGLE POINT INCOME COMPANY INC.
__________________________________________________________________________
 (Name of Issuer)


Common Stock, par value $0.001 per share
 __________________________________________________________________________
(Title of Class of Securities)


269817102
 __________________________________________________________________________
(CUSIP Number)


December 31, 2022
  __________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
oRule 13d-1(b)
oRule 13d-1(c)
xRule 13d-1(d)

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 26981710213G
Page 2 of 6 Pages



1NAME OF REPORTING PERSONS

Enstar Group Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
3SEC USE ONLY

4CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		5SOLE VOTING POWER

0
6SHARED VOTING POWER

3,764,580 (1)
7SOLE DISPOSITIVE POWER

0
8SHARED DISPOSITIVE POWER

3,764,580 (1)
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,764,580
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

   o
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

53.78% (1)
12TYPE OF REPORTING PERSON
(see instructions)

CO, HC

(1)This percentage is calculated based upon 6,999,578 shares of the Issuer’s Common Stock issued and outstanding as of September 30, 2022 as disclosed in the Financial Statements filed by the Issuer on November 15, 2022.


CUSIP No. 26981710213G
Page 3 of 6 Pages


Item 1.

(a)Name of Issuer:
Eagle Point Income Company Inc. (the "Issuer")

(b)Address of Issuer’s Principal Executive Offices:
    600 Steamboat Road, Suite 202
    Greenwich, CT 06830

Item 2.

(a)Name of Person Filing:

Enstar Group Limited

(b)Address of Principal Business Office(s):
    P.O. Box HM 2267
    Windsor Place, 3rd Floor
    22 Queen Street
    Hamilton, Bermuda HM JX

(c)Citizenship:
The Reporting Person is organized under the laws of Bermuda.

(d)Title of Class of Securities:
Common Stock, par value $0.001 per share

(e)CUSIP Number:
    269817102

Item 3.
    
Not applicable.

Item 4. Ownership.

(a)Amount Beneficially Owned:

As of December 31, 2022, the shares were held as follows by wholly-owned subsidiaries of Enstar Group Limited:
1,731,290 shares held by Clarendon National Insurance Company, a Texas domiciled insurance company;
1,143,982 shares held by Enstar Holdings (US) LLC, a Delaware limited liability company;
654,022 shares held by Yosemite Insurance Company, an Oklahoma domiciled insurance company; and
235,286 shares held by Cavello Bay Reinsurance Limited, a Bermuda domiciled insurance company.

Enstar Group Limited, a Bermuda holding company (“Enstar”), and certain intermediate holding companies set forth below under Item 7 may be deemed to beneficially own all of these shares.
    
(b)Percent of Class:
53.78% (based upon 6,999,578 shares of the Issuer’s Common Stock issued and outstanding as of September 30, 2022 as disclosed in the Financial Statements filed by the Issuer on November 15, 2022).

(c)Number of shares as to which such person has:
(i)    Sole power to vote or to direct the vote: 0
(ii)    Shared power to vote or to direct the vote: 3,764,580
(iii)    Sole power to dispose or to direct the disposition of: 0
(iv)    Shared power to dispose or to direct the disposition of: 3,764,580


CUSIP No. 26981710213G
Page 4 of 6 Pages



Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See attached Appendix A

Item 8. Identification and Classification of Members of a Group.

    Not applicable.

Item 9. Notice of Dissolution of Group.

    Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



CUSIP No. 26981710213G
Page 5 of 6 Pages


SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023        
                                

                                Enstar Group Limited

                                By:     /s/ Orla Gregory
                                Name:     Orla Gregory
                                Title:     Chief Financial Officer



CUSIP No. 26981710213G
Page 6 of 6 Pages


Appendix A

Subsidiary:

Kenmare Holdings Ltd.*
Cavello Bay Reinsurance Limited
Enstar (US Asia-Pac) Holdings Limited*
Enstar USA, Inc.*
Enstar Holdings (US) LLC*
Clarendon National Insurance Company*
Yosemite Insurance Company*

*Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G