| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 10,750 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are directly held by the Hyman 2018 Family Trust (the "Hyman Trust"). Stuart Schlesinger, in his capacity as trustee of the Hyman Trust, may be deemed to beneficially own the reported securities. Stuart Schlesinger disclaims beneficial ownership of the securities held directly by the Hyman Trust except to the extent of his pecuniary interest therein. |
| Remarks: |
| The Reporting Persons are members 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, J. Christopher Flowers, Paula Mims (not in her individual capacity but solely as executor of the Estate of Nimrod T. Frazer), Frazer Holdings, LP, Frazer Holdings, LLC, the Estate of Nimrod T. Frazer, David G. Walsh, Steven D. Arnold, the Arnold 1997 Limited Partnership and SAS GP, L.L.C. (collectively, the "Other Group Members"). The Reporting Persons disclaim 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 Persons are the beneficial owners of such Ordinary Shares for purposes of Section 16 or otherwise. |
| /s/ Stuart Schlesinger | 08/07/2024 | |
| /s/ Stuart Schlesinger, as trustee of the Hyman 2018 Family Trust | 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
