J. Christopher Flowers - 02 Jul 2025 Form 4 Insider Report for Enstar Group LTD (ESGR)

Role
Other*
Signature
/s/ J. Christopher Flowers
Issuer symbol
ESGR
Transactions as of
02 Jul 2025
Net transactions value
$0
Form type
4
Filing time
07 Jul 2025, 17:00:18 UTC
Previous filing
07 Aug 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Flowers J. Christopher Other* C/O J.C. FLOWERS & CO. LLC, 1301 AVENUE OF THE AMERICAS, 16TH FLOOR, NEW YORK /s/ J. Christopher Flowers 07 Jul 2025 0001041196

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESGR Ordinary Shares Other -5,525 -100% 0 02 Jul 2025 Direct F1
transaction ESGR Ordinary Shares Other -176,901 -100% 0 02 Jul 2025 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

J. Christopher Flowers 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 Reporting Person 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 Person transferred, contributed and delivered (or caused to be transferred, contributed and delivered) to Topco all Ordinary Shares beneficially owned by the Reporting Person in exchange for equity interests therein.
F2 The reported securities were directly held by Frazer Holdings LLC (formerly Frazer Holdings LP).
F3 The Reporting Person, in his capacity as an executor of the Estate of Nimrod T. Frazer (the "Frazer Estate"), may have been 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, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

The Reporting Person was a member 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, Paula Mims (not in her individual capacity but solely as executor of the Estate of Nimrod T. Frazer), Frazer Holdings LLC, the Frazer Estate, Anne Oros, Stuart Schlesinger, the John J. Oros 1998 Family Trust, the Hyman 2018 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 Person disclaims beneficial ownership of the Ordinary Shares of the Issuer beneficially owned by the Other Group Members except to the extent of the Reporting Person's pecuniary interest therein.