SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Flowers J. Christopher

(Last) (First) (Middle)
C/O J.C. FLOWERS & CO. LLC
767 FIFTH AVE, 23RD FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2024
3. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 5,525 D
Ordinary Shares 176,901 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported securities are directly held by Frazer Holdings, LP ("Frazer Holdings"). The Estate of Nimrod T. Frazer (the "Frazer Estate") is the sole shareholder of Frazer Ventures, LLC, which serves as the general partner of Frazer Holdings. The Reporting Person, in his capacity as an executor of the Frazer Estate, may be deemed to beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of the securities beneficially owned by the Frazer Estate except to the extent of the Reporting Person's pecuniary interest therein.
Remarks:
The Reporting Person is a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Group") that beneficially owns more than 10% of the Issuer's outstanding Ordinary Shares. The other members of the Group include Elk Evergreen Investments, LLC, Elk Cypress Investments, LLC, TSS Sub-Fund Holdco, LLC, Alan Waxman, Paula Mims (not in her individual capacity but solely as executor of the Estate of Nimrod T. Frazer), Frazer Holdings, LP, Frazer Ventures, LLC, the Estate of Nimrod T. Frazer, Anne Oros, Stuart Schlesinger, the John J. Oros 1998 Family Trust, the Hyman 2018 Family Trust, David G. Walsh, Steven D. Arnold, the Arnold 1997 Limited Partnership and SAS GP, L.L.C. (collectively, the "Other Group Members"). The Reporting Person disclaims beneficial ownership of the Ordinary Shares of the Issuer beneficially owned by the Other Group Members and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Ordinary Shares for purposes of Section 16 or otherwise.
/s/ J. Christopher Flowers 08/07/2024
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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