0000769993-16-001782.txt : 20160919 0000769993-16-001782.hdr.sgml : 20160919 20160919195515 ACCESSION NUMBER: 0000769993-16-001782 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160915 FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 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: Rajpal Sumit CENTRAL INDEX KEY: 0001406540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33289 FILM NUMBER: 161892839 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 ownershipdoc09112016093332.xml X0306 4 2016-09-15-04:00 false 0001363829 Enstar Group LTD ESGR 0001406540 Rajpal Sumit C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 true false false false Ordinary Shares 2016-09-15-04:00 4 S false 343487 158.5 D 322061 I See footnotes Series C Non-Voting Common Stock 2016-09-15-04:00 4 S false 1406731 158.5 D Series D Non-Voting Common Stock or Ordinary Shares 1406731 1318906 I See footnotes Warrants 2016-09-15-04:00 4 S false 175901 49.185 D 2011-04-20-04:00 2021-04-20-04:00 Series C Non-Voting Common Stock 175901 164919 I See footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a 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. The securities reported herein as indirectly sold were sold and may be deemed to have been beneficially owned directly by the Investment Partnerships (as defined below). The Reporting Person resigned from the board of directors of the Company (as defined below) effective September 16, 2016. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 322,042 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 beneficially owns directly and GS Group may be deemed to beneficially own indirectly 19 Ordinary Shares and Goldman Sachs also has open short positions of 57,827 Ordinary Shares, due to exempt transactions, as of September 15, 2016. 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. 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. /s/ Kevin P. Treanor, Attorney-in-fact 2016-09-19-04:00