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Filing Details

Accession Number:: 0000769993-16-001782
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-19 19:55:15
Reporting Period:: 2016-09-15

Filing Date:: 2016-09-19
Accepted Time:: 2016-09-19 19:55:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1363829	Enstar Group Ltd	ESGR	Fire, Marine & Casualty Insurance (6331)	999999999

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1406540	Sumit Rajpal	C/O Goldman, Sachs &Amp; Co. 200 West Street New York NY 10282		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares	Disposition	2016-09-15	343,487	$158.50	322,061	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series D Non-Voting Common Stock Or Ordinary Shares	Series C Non-Voting Common Stock	Disposition	2016-09-15	1,406,731	$158.50	1,406,731	$0.00
Series C Non-Voting Common Stock	Warrants	Disposition	2016-09-15	175,901	$49.19	175,901	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,318,906			No	4	S	Indirect
164,919	2011-04-20	2021-04-20	No	4	S	Indirect

Footnotes

The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a 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. The securities reported herein as indirectly sold were sold and may be deemed to have been beneficially owned directly by the Investment Partnerships (as defined below). The Reporting Person resigned from the board of directors of the Company (as defined below) effective September 16, 2016.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 322,042 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 beneficially owns directly and GS Group may be deemed to beneficially own indirectly 19 Ordinary Shares and Goldman Sachs also has open short positions of 57,827 Ordinary Shares, due to exempt transactions, as of September 15, 2016.
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.
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.