SEC FORM 4 SEC Form 4
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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1. Name and Address of Reporting Person*
Silvester Dominic Francis Michael

(Last) (First) (Middle)
A.S. COOPER BUILDING, 4TH FLOOR
26 REID STREET

(Street)
HAMILTON D0 HM 11

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Shares(1) 01/21/2025 M 209,490 A (2) 867,862 I By Volume Five Limited(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Joint Share Ownership Interest(4) (2) 01/21/2025 M 209,490 01/21/2025(2) 04/21/2025 Ordinary Shares 209,490 (2) 0(5) D
Explanation of Responses:
1. Ordinary shares acquired as a result of the exercise of an equity compensation award (the "Award") granted to Mr. Silvester under Enstar Group Limited's ("Enstar") Joint Share Ownership Plan, a sub-plan of the Amended and Restated Enstar Group Limited 2016 Equity Incentive Plan (the "JSOP"). The terms of the Award were governed by a joint share ownership agreement dated as of January 21, 2020 and amended on July 1, 2022 (the "JSOP Agreement") between Enstar, Mr. Silvester and the trustee (the "Trustee") of the Enstar Group Limited Employee Benefit Trust (the "Trust").
2. Under the terms of the JSOP Agreement, the Award became exercisable on January 21, 2025 (the "Vesting Date") upon the achievement of the following: the market price of an ordinary share of Enstar on the Vesting Date was equal to or greater than $315.53; and the performance condition based on growth in Enstar's fully diluted book value per share was satisfied.
3. Volume Five Limited is an England and Wales private limited company that is wholly owned by Mr. Silvester.
4. The Joint Share Ownership Interest relates to the Award granted to Mr. Silvester under the JSOP.
5. By virtue of exercising the Award, Mr. Silvester no longer has any interest in the balance of the ordinary shares that were held in the JSOP.
Remarks:
/s/ Audrey B. Taranto by power of attorney 01/21/2025
** 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).
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