Filing Details

Accession Number:
0000950103-11-005398
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-12-23 17:51:26
Reporting Period:
2011-12-22
Filing Date:
2011-12-23
Accepted Time:
2011-12-23 17:51:26
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
Yes No No 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 Acquisiton 2011-12-22 134,184 $86.00 665,529 No 4 P Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnotes
Reported Derivative Transactions
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 Acquisiton 2011-12-22 1,975,768 $86.00 1,975,768 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
2,725,637 No 4 P Indirect
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Series C Non-Voting Common Stock Warrants $0.00 2011-04-20 2021-04-20 340,820 340,820 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2021-04-20 340,820 340,820 Indirect
Footnotes
  1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned 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.
  2. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 665,529 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 had open short positions of 57,827 Ordinary Shares as of December 22, 2011.
  3. 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.
  4. Subject to certain regulatory approvals.
  5. 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.