Sec Form 4 Filing - STONE POINT CAPITAL LLC @ Enstar Group LTD - 2025-07-02

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)
20 HORSENECK LANE,
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2025
(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 07/02/2025 J( 1 )( 2 ) 1,451,196 D $ 338 0 I See Note ( 1 ) ( 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
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 07/07/2025
Signature of Reporting Person Date
Stone Point GP Ltd., By: /s/ Jacqueline Giammarco, Vice President 07/07/2025
Signature of Reporting Person Date
Trident V Parallel Fund, L.P., By: Trident Capital V-PF, L.P., its sole general partner, By: DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President 07/07/2025
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 07/07/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 2, 2025, the Issuer completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 29, 2024 (the "Merger Agreement") by and among Deer Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of the Issuer ("New Company Holdco"), Deer Merger Sub Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of New Company Holdco ("Company Merger Sub"), Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda ("Parent"), and Elk Merger Sub Limited, an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of Parent ("Parent Merger Sub").
( 2 )Parent and Merger Sub were backed by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC. Pursuant to the Merger Agreement, the Issuer, New Company Holdco, Company Merger Sub, Parent and Parent Merger Sub effected a series of mergers (collectively, the "Mergers"), with the Issuer surviving such mergers as a wholly owned subsidiary of Parent. As of the date hereof, following the Mergers, the Reporting Persons does not beneficially own any Ordinary Shares.

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