Sec Form 4 Filing - STONE POINT CAPITAL LLC @ Enstar Group LTD - 2022-05-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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1. Name and Address of Reporting Person
STONE POINT CAPITAL LLC
2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
STONE POINT CAPITAL LLC, 20 HORSENECK LANE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2022
(Street)
GREENWICH, CT06830-6327
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/10/2022 S 89,790( 1 ) D $ 222.74 1,546,196 I See Note( 2 )
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 / Address Relationships
Director 10% Owner Officer Other
STONE POINT CAPITAL LLC
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830-6327
X
Stone Point GP Ltd.
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830-6327
X
Trident V Parallel Fund, L.P.
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830-6327
X
TRIDENT V, L.P.
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830-6327
X
Signatures
Stone Point Capital LLC, By: /s/ Jacqueline Giammarco, Chief Compliance Officer 05/12/2022
Signature of Reporting Person Date
Stone Point GP Ltd., By: /s/ Jacqueline Giammarco, Vice President 05/12/2022
Signature of Reporting Person Date
Trident V Parallel Fund, L.P., By: By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President 05/12/2022
Signature of Reporting Person Date
Trident V, L.P., By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President 05/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of ordinary shares ("Shares") of Enstar Group Ltd. ("Enstar") sold by Trident Public Equity LP, (a) 51,450 Shares on behalf of Trident V, L.P. ("Trident V"), (b) 36,083 Shares on behalf of Trident V Parallel Fund, L.P. ("Trident V Parallel") and (c) 2,257 Shares on behalf of Trident V Professionals Fund, L.P. ("Trident V Professionals").
( 2 )Consists of Shares held by Trident Public Entity LP, (a) 885,977 Shares held for the benefit of Trident V, (b) 621,347 Shares held for the benefit of Trident V Parallel, and (c) 38,872 Shares held for the benefit of Trident V Professionals. Stone Point Capital LLC and certain of its subsidiaries may be deemed to beneficially own the Shares held on behalf of one or more of Trident V, Trident V Parallel, Trident V Professionals, and Trident Public Equity LP. Each of the reporting persons disclaims beneficial ownership of the Shares disclosed herein except to the extent of such person's pecuniary interest therein, if any.

Remarks:
James D. Carey, a managing director of Stone Point Capital LLC, is a member of the Board of Directors of Enstar. Mr. Carey is a member of the investment committee and owner of one of the four general partners of the general partners of each of Trident V and Trident V Parallel. Mr. Carey is a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals. On the basis of the relationships between Mr. Carey and the reporting persons, the reporting persons may be deemed directors by deputization in respect of Enstar.

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).
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