Filing Details

Accession Number:
0001104659-12-031382
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-05-01 16:05:47
Reporting Period:
2012-04-28
Filing Date:
2012-05-01
Accepted Time:
2012-05-01 16:05:47
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
1041196 Christopher J. Flowers 717 Fifth Avenue
26Th Floor
New York NY 10022
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Ordinary Shares Disposition 2012-02-09 10,000 $0.00 1,165,549 No 5 G Direct
Ordinary Shares Disposition 2012-04-28 545,123 $86.50 620,426 No 4 S Direct
Ordinary Shares Disposition 2012-04-28 133,627 $86.50 152,087 No 4 S Indirect By investment partnerships
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 5 G Direct
No 4 S Direct
No 4 S Indirect By investment partnerships
Footnotes
  1. Mr. Flowers holds an indirect interest in the reported securities through a pecuniary interest in, and the exercise of investment discretion over, 152,087 ordinary shares through (a) JCF Associates II Ltd., of which he is the sole director, on behalf of J.C. Flowers II L.P., J.C. Flowers II-A L.P. and J.C. Flowers II-B L.P. and (b) FSO GP Ltd., of which he is the sole director, on behalf of Financial Service Opportunities L.P. (collectively, the "Funds"). Mr. Flowers disclaims beneficial ownership of the ordinary shares held by the Funds except to the extent of any pecuniary interest therein. This disclosure shall not be construed as an admission that Mr. Flowers is the beneficial owner of the Funds' shares.
  2. The transactions reflected in this Form 4 are pursuant to a Stock Purchase Agreement, dated as of April 28, 2012, by and among Mr. Flowers, the Funds and the purchasers named therein, pursuant to which Mr. Flowers and the Funds agreed to sell 1,200,000 ordinary shares for $86.50 per share in two tranches. The first tranche of 678,750 shares, which is reflected on this Form 4, is scheduled to close on May 14, 2012. The second tranche of 521,250 shares, including 418,630 shares held by Mr. Flowers and 102,620 shares held by the Funds, will close as promptly as practicable following the purchasers' receipt of certain regulatory approvals. Additional amounts will be payable to Mr. Flowers and the Funds to the extent the closings occur after May 14, 2012.