Sec Form 3 Filing - Flowers J. Christopher @ Enstar Group LTD - 2024-07-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Flowers J. Christopher
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
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O J.C. FLOWERS & CO. LLC, 767 FIFTH AVE, 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2024
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,525 D
Ordinary Shares 176,901 I See footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Add ress Relationships
Director 10% Owner Officer Other
Flowers J. Christopher
C/O J.C. FLOWERS & CO. LLC
767 FIFTH AVE, 23RD FLOOR
NEW YORK, NY10153
See Remarks
Signatures
/s/ J. Christopher Flowers 08/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly held by Frazer Holdings, LP ("Frazer Holdings"). The Estate of Nimrod T. Frazer (the "Frazer Estate") is the sole shareholder of Frazer Ventures, LLC, which serves as the general partner of Frazer Holdings. The Reporting Person, in his capacity as an executor of the Frazer Estate, may be deemed to beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of the securities beneficially owned by the Frazer Estate except to the extent of the Reporting Person's pecuniary interest therein.

Remarks:
The Reporting Person is a member 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, Paula Mims (not in her individual capacity but solely as executor of the Estate of Nimrod T. Frazer), Frazer Holdings, LP, Frazer Ventures, LLC, the Estate of Nimrod T. Frazer, Anne Oros, Stuart Schlesinger, the John J. Oros 1998 Family Trust, the Hyman 2018 Family Trust, David G. Walsh, Steven D. Arnold, the Arnold 1997 Limited Partnership and SAS GP, L.L.C. (collectively, the "Other Group Members"). The Reporting Person disclaims 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 Person is the beneficial owner of such Ordinary Shares for purposes of Section 16 or otherwise.

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.