James D. Carey - Apr 3, 2023 Form 4 Insider Report for Enstar Group LTD (ESGR)

Role: Director
Signature: /s/ Audrey B. Taranto by power of attorney
Stock symbol: ESGR
Transactions as of: Apr 3, 2023
Transactions value $: $27,500
Form type: 4
Date filed: 4/5/2023, 05:30 PM
Previous filing: Jan 5, 2023
Next filing: May 26, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ESGR	Share Unit	Award	$27.5K	+118	+1.39%	$232.25	8.61K	Apr 3, 2023	Ordinary Shares	118		Direct	F1, F2, F3, F4
transaction	ESGR	Restricted Share Unit	Award	$0	+431		$0.00	431	Apr 3, 2023	Ordinary Shares	431		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Share Unit is granted pursuant to the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors (the "Plan"). Pursuant to the Plan, each Share Unit is the economic equivalent of one ordinary share. The Share Units become payable in ordinary shares (with any fractional shares paid in cash) upon Mr. Carey's termination of service as a member of the Board of Directors of Enstar Group Limited.
F2	These Share Units and Restricted Share Units granted to Mr. Carey are held by him solely for the benefit of Stone Point Capital LLC ("Stone Point"), of which Mr. Carey is a senior principal. Mr. Carey disclaims beneficial ownership of these Share Units, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect beneficial owner of these Share Units.
F3	Share Units granted as a result of the Reporting Person's election, pursuant to the Plan, to defer quarterly cash director fees.
F4	Includes 381.679 Share Units that vested on April 1, 2023.
F5	Each Restricted Share Unit is granted pursuant to the Plan and is the economic equivalent of one ordinary share. The Restricted Share Units vest on April 3, 2024. Vested units become payable in ordinary shares (with any fractional shares paid in cash) upon the Reporting Person's termination of service as a member of the Board of Directors of Enstar Group Limited.
F6	Restricted Share Units granted as a result of the Reporting Person's election, pursuant to the Plan, to defer the annual director retainer that would otherwise have been paid in restricted ordinary shares.