Sec Form 4 Filing - Brockman Paul Michael James @ Enstar Group LTD - 2020-02-27

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
Brockman Paul Michael James
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
X __ Officer (give title below) _____ Other (specify below)
President and CEO, Enstar (US)
(Last) (First) (Middle)
C/O 22 QUEEN STREET, WINDSOR PLACE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2020
(Street)
HAMILTON, D0HM 11
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 02/27/2020 A( 1 ) 1,394 A $ 0 4,322 ( 2 ) D
Ordinary Shares 02/27/2020 F 356 D $ 171.35 3,966 ( 2 ) D
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
Brockman Paul Michael James
C/O 22 QUEEN STREET
WINDSOR PLACE, 3RD FLOOR
HAMILTON, D0HM 11
President and CEO, Enstar (US)
Signatures
Audrey B. Taranto (By Power of Attorney) 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ordinary shares were acquired upon the certification by the Compensation Committee of the Enstar Group Limited Board of Directors of the achievement of the performance objective under the performance share units granted on January 3, 2017. The PSUs were scheduled to vest only if and to the extent that a performance objective (3-year growth in fully diluted book value per share) met or exceeded specified targets. The performance objective was achieved above target.
( 2 )Includes 60 RSUs that vest on November 17, 2020 and 670 RSUs that vest in two equal annual installments beginning on November 17, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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