Stuart Schlesinger - 02 Jul 2025 Form 4 Insider Report for Enstar Group LTD (ESGR)

Role
Other*
Signature
/s/ Stuart Schlesinger
Issuer symbol
ESGR
Transactions as of
02 Jul 2025
Net transactions value
$0
Form type
4
Filing time
07 Jul 2025, 17:00:11 UTC
Previous filing
07 Aug 2024
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Schlesinger Stuart Other* C/O J.C. FLOWERS & CO. LLC, 1301 AVENUE OF THE AMERICAS, 16TH FLOOR, NEW YORK /s/ Stuart Schlesinger 07 Jul 2025 0002032968
Hyman 2018 Family Trust Other* C/O J.C. FLOWERS & CO. LLC, 1301 AVENUE OF THE AMERICAS, 16TH FLOOR, NEW YORK /s/ Stuart Schlesinger, as trustee of the Hyman 2018 Family Trust 07 Jul 2025 0002032982

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESGR Ordinary Shares Other -10,750 -100% 0 02 Jul 2025 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stuart Schlesinger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On July 2, 2025, pursuant to a rollover and support agreement by and among Elk Topco, LLC ("Topco"), the Hyman 2018 Family Trust (the "Hyman Trust") and J.C. Flowers & Co. LLC, and that certain Agreement and Plan of Merger by and among, the Issuer, Deer Ltd., Deer Merger Sub Ltd., Elk Bidco Limited and Elk Merger Sub Limited, the Reporting Persons transferred, contributed and delivered (or caused to be transferred, contributed and delivered) to Topco all Ordinary Shares beneficially owned by the Reporting Persons in exchange for equity interests therein.
F2 The reported securities were directly held by the Hyman Trust.
F3 Stuart Schlesinger, in his capacity as trustee of the Hyman Trust, may have been deemed to beneficially own the reported securities. Stuart Schlesinger disclaims beneficial ownership of the securities directly held by the Hyman Trust except to the extent of his pecuniary interest therein this report shall not be deemed an admission that Stuart Schlesinger was the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

The Reporting Persons were members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Group") that beneficially owned 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 LLC, the Estate of Nimrod T. Frazer, Anne Oros, the John J. Oros 1998 Family Trust, Steven D. Arnold, the Arnold 1997 Limited Partnership, SAS GP, L.L.C. and David G. Walsh (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 except to the extent of the Reporting Persons' pecuniary interest therein.