0001363829-16-000025.txt : 20160706 0001363829-16-000025.hdr.sgml : 20160706 20160706161653 ACCESSION NUMBER: 0001363829-16-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160701 FILED AS OF DATE: 20160706 DATE AS OF CHANGE: 20160706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Enstar Group LTD CENTRAL INDEX KEY: 0001363829 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 999999999 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 22 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX BUSINESS PHONE: 441-292-3645 MAIL ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 22 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX FORMER COMPANY: FORMER CONFORMED NAME: Castlewood Holdings LTD DATE OF NAME CHANGE: 20060523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STONE POINT CAPITAL LLC CENTRAL INDEX KEY: 0001332638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33289 FILM NUMBER: 161753886 BUSINESS ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-2924 MAIL ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carey James D CENTRAL INDEX KEY: 0001490137 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33289 FILM NUMBER: 161753887 MAIL ADDRESS: STREET 1: STONE POINT CAPITAL LLC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 wf-form4_146783620079275.xml FORM 4 X0306 4 2016-07-01 0 0001363829 Enstar Group LTD ESGR 0001490137 Carey James D C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH CT 06830-6327 1 0 0 0 0001332638 STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH CT 06830-6327 1 0 0 0 Share Unit 2016-07-01 4 A 0 155.465 159.20 A Ordinary Shares 155.465 2241.875 D Each Share Unit is granted pursuant to the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors (the "Plan"). Pursuant to the Plan, each Share Unit is the economic equivalent of one ordinary share. The Share Units become payable in ordinary shares (with any fractional shares paid in cash) upon Mr. Carey's termination of service as a member of the Board of Directors of Enstar Group Limited. These Share Units granted to Mr. Carey are held by him solely for the benefit of Stone Point Capital LLC ("Stone Point"), of which Mr. Carey is a senior principal. Mr. Carey disclaims beneficial ownership of these Share Units, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect beneficial owner of these Share Units. Share Units granted as a result of Mr. Carey's election, pursuant to the Plan, to defer quarterly cash director fees. /s/ Audrey B. Taranto by power of attorney 2016-07-06 EX-24 2 ex-24.htm CAREY POA

LIMITED POWER OF ATTORNEY

The undersigned hereby appoints each of Mark Smith, Guy Bowker and Audrey Taranto, signing singly, as its attorney-in-fact to act for it and in its name solely to do all or any of the following:

1. To execute and file with the Securities and Exchange Commission all statements regarding its beneficial ownership of securities of Enstar Group Limited filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 to the extent such filings relate to Enstar Group Limited securities held by James D. Carey for the benefit of Stone Point Capital LLC;

2. To execute all necessary instruments to carry out and perform any of the powers stated above, and to do any other acts requisite to carrying out such powers.

None of Mark Smith, Guy Bowker and Audrey Taranto shall incur any liability to the undersigned for acting or refraining from acting under this power, except for such attorney's own willful misconduct or gross negligence. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Enstar Group Limited assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Any reproduced copy of this signed original shall be deemed to be an original counterpart of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements pursuant to Section 16(a) of the Securities Exchange Act of 1934 with respect to the undersigned's beneficial ownership of securities of Enstar Group Limited, unless earlier revoked. This Power of Attorney shall terminate with respect to the attorney-in-fact upon receipt by Mark Smith, Guy Bowker and Audrey Taranto, as the case may be, from the undersigned of a written notice of revocation of this Power of Attorney. The undersigned shall have the right to revoke this Power of Attorney at any time.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of June 2016.

STONE POINT CAPITAL LLC

/s/ James D. Carey
By: James D. Carey
Title: Senior Principal

Signed at Hamilton, Bermuda

This 14th day of June 2016

Before Me:

/s/ Raymond John Desilva
Raymond John Desilva
Notary Public