Paul Michael James Brockman Form 4 Enstar / Paul Michael James Brockman ownership change

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).

1. Name and Address of Reporting Person^*

Brockman Paul Michael James

(Last) (First) (Middle)

C/O 22 QUEEN STREET

WINDSOR PLACE, 3RD FLOOR

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO & CCO

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/20/2023		A		4,488(1)	A	$0	26,128(2)	D
Ordinary Shares	03/20/2023		J		8,340(3)	A(3)	$0	26,128(2)	D
Ordinary Shares	03/20/2023		A		970(4)	A	$0	27,098(5)	D
Ordinary Shares	03/20/2023		F		245	D	$222.8	26,853(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan (the "Equity Incentive Plan") of Restricted Stock Units ("RSUs") scheduled to vest on July 1, 2025. The RSUs are payable in ordinary shares upon vesting and each RSU is the economic equivalent of one ordinary share.

2. Includes 416 RSUs that vest in two equal annual installments beginning on March 30, 2023; 537 RSUs that vest in two approximately equal annual installments beginning on March 20, 2024; and 12,828 RSUs that vest on July 1, 2025.

3. Represents the modification of an existing grant of RSUs pursuant to the Equity Incentive Plan. The original award was granted on July 1, 2021, reported on a Form 4 on July 6, 2021, and consisted of 8,340 RSUs that were scheduled to vest on July 1, 2024. The reporting person and the Company have agreed to modify the award to extend the vesting date to July 1, 2025.

4. Represents a grant pursuant to the Equity Incentive Plan of RSUs that vest in three approximately equal annual installments beginning on the first anniversary of the grant date. The RSUs are payable in ordinary shares upon vesting and each RSU is the economic equivalent of one ordinary share.

5. Includes 416 RSUs that vest in two equal annual installments beginning on March 30, 2023; 537 RSUs that vest in two approximately equal annual installments beginning on March 20, 2024; 970 RSUs that vest in three approximately equal annual installments beginning on March 20, 2024; and 12,828 RSUs that vest on July 1, 2025.

Remarks:

	Audrey B. Taranto (By Power of Attorney)	03/22/2023
	** 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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