David Kang-Wen Ni - Mar 20, 2025 Form 4 Insider Report for Enstar Group LTD (ESGR)

Signature
/s/ Audrey B. Taranto by power of attorney
Stock symbol
ESGR
Transactions as of
Mar 20, 2025
Transactions value $
$0
Form type
4
Date filed
3/24/2025, 05:19 PM
Previous filing
Mar 4, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESGR Ordinary Shares Award $0 +4.07K +36.21% $0.00 15.3K Mar 20, 2025 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 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.
F3 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).