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    Chief Strategy Officer Ni David Kang-Wen was granted 4,066 units of Ordinary Shares, increasing direct ownership by 36% to 15,294 units (SEC Form 4)

    3/24/25 5:19:14 PM ET
    $ESGR
    Property-Casualty Insurers
    Finance
    Get the next $ESGR alert in real time by email
    SEC FORM 4 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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Ni David Kang-Wen

    (Last) (First) (Middle)
    A.S. COOPER BUILDING, 4TH FLOOR
    26 REID STREET

    (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)
    Chief Strategy Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    03/20/2025
    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 03/20/2025 A(1)(2) 4,066 A $0 15,294(3) 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 of Restricted Share Units ("RSUs"). Each RSU is the economic equivalent of one ordinary share. The RSUs vest in three approximately equal annual installments beginning on the first anniversary of the grant date and are payable in ordinary shares upon vesting (except as specified otherwise in Footnote 2).
    2. At the Third Effective Time (as defined in the Agreement and Plan of Merger, dated as of July 29, 2024, by and among Elk Bidco Limited, Enstar Group Limited and the other parties thereto), the RSUs convert into an award (the "Cash Award") equal to (a) $338 multiplied by (b) the number of unvested RSUs subject to the award, which will vest as follows: (i) if the Third Effective Time occurs prior to the first anniversary of the grant date, the Cash Award will vest in three equal annual installments; (ii) if the Third Effective Time occurs on or after the first anniversary of the grant date and prior to the second anniversary of the grant date, the Cash Award will vest in two equal annual installments; and (iii) if the Third Effective Time occurs on or after the second anniversary of the grant date and prior to the third anniversary of the grant date, the Cash Award will vest in a single installment on the third anniversary of the grant date.
    3. Includes 4,066 RSUs scheduled to vest in three approximately equal annual installments beginning on March 20, 2026 (except as specified otherwise in Footnote 2).
    Remarks:
    /s/ Audrey B. Taranto by power of attorney 03/24/2025
    ** 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).
    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.
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