Sec Form 4 Filing - Ni David Kang-Wen @ 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
Ni David Kang-Wen
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)
Chief Strategy Officer
(Last) (First) (Middle)
A.S. COOPER BUILDING, 4TH FLOOR, 26 REID STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2025
(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 ( 1 ) 07/02/2025 D 4,066 ( 2 ) D $ 338 11,228 D
Ordinary Shares 07/02/2025 J 11,228 D 0 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
Ni David Kang-Wen
A.S. COOPER BUILDING, 4TH FLOOR
26 REID STREET
HAMILTON, D0HM 11
Chief Strategy Officer
Signatures
/s/ Audrey B. Taranto by power of attorney 07/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 2, 2025, Enstar Group Limited (the "Issuer") consummated the previously announced transaction with Sixth Street Partners, LLC ("Sixth Street"), pursuant to 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, whereby Sixth Street indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each Ordinary Share of the Issuer was canceled and converted into the right to receive an amount in cash equal to $338, without interest and less any applicable withholding taxes (the "Merger Consideration").
( 2 )In connection with the Merger, 4,066 Restricted Share Units ("RSUs"), granted on March 20, 2025, were converted into a cash award entitling the Reporting Person to receive an amount equal to (a) the Merger Consideration multiplied by (b) the number of such unvested RSUs, which will vest in three equal annual installments beginning on March 20, 2026.
( 3 )Represents Ordinary Shares which, pursuant to the Merger Agreement, and the Rollover and Support Agreement, dated as of July 2, 2025, by and among Elk Topco LLC ("Topco"), Mr. Ni and the other parties thereto, immediately prior to the effective time of the Third Merger, were transferred, contributed and delivered to Topco (or an affiliate thereof) in exchange for participating non-voting interests of Topco (or an affiliate thereof).

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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