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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Taranto Audrey Bowen

(Last)

(First)

(Middle)

A.S. COOPER BUILDING, 4TH FLOOR

26 REID STREET

(Street)

HAMILTON

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/20/2025		A⁽¹⁾⁽²⁾		2,002	A	$0	11,594⁽³⁾	D
Ordinary Shares	03/20/2025		F		429	D	$332	11,165⁽³⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan of Restricted Share Units ("RSUs"). Each RSU is the economic equivalent of one ordinary share. The RSUs vest in three approximately equal annual installments beginning on the first anniversary of the grant date and are payable in ordinary shares upon vesting (except as specified otherwise in Footnote 2).

2. At the Third Effective Time (as defined in the Agreement and Plan of Merger, dated as of July 29, 2024, by and among Elk Bidco Limited, Enstar Group Limited and the other parties thereto), the RSUs convert into an award (the "Cash Award") equal to (a) $338 multiplied by (b) the number of unvested RSUs subject to the award, which will vest as follows: (i) if the Third Effective Time occurs prior to the first anniversary of the grant date, the Cash Award will vest in three equal annual installments; (ii) if the Third Effective Time occurs on or after the first anniversary of the grant date and prior to the second anniversary of the grant date, the Cash Award will vest in two equal annual installments; and (iii) if the Third Effective Time occurs on or after the second anniversary of the grant date and prior to the third anniversary of the grant date, the Cash Award will vest in a single installment on the third anniversary of the grant date.

3. Includes 208 RSUs that vest on March 20, 2026; 440 RSUs that vest in two approximately equal annual installments beginning on March 20, 2026; and 2,002 RSUs that vest in three approximately equal annual installments beginning on March 20, 2026 (except as specified otherwise in Footnote 2).

Remarks:

	/s/ Audrey B. Taranto	03/24/2025
	** 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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