Edgar Filing: Eagle Point Credit Co Inc.

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Enstar Group LTD

2. Issuer Name and Ticker or Trading Symbol
Eagle Point Credit Co Inc. [ECC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

PO BOX 2267, WINDSOR PLACE, THIRD FLOOR, 22 QUEEN STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2014

(Street)

HAMILTON, D0 HM JX

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2014		S		125,000	D	$ 20.0005	1,700,278	I	See footnote ⁽¹⁾
Common Stock	11/07/2014		S		425,000	D	$ 20.0004	1,275,278	I	See footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Enstar Group LTD PO BOX 2267, WINDSOR PLACE THIRD FLOOR, 22 QUEEN STREET HAMILTON, D0 HM JX		X
Kenmare Holdings Ltd. PO BOX 2267, WINDSOR PLACE THIRD FLOOR, 22 QUEEN STREET HAMILTON, D0 HM JX		X
Fitzwilliam Insurance Ltd PO BOX 2267, WINDSOR PLACE THIRD FLOOR, 22 QUEEN STREET HAMILTON, D0 HM JX		X

Signatures

/s/ Richard J. Harris		01/08/2015
^**Signature of Reporting Person		Date
Richard J. Harris		01/08/2015
^**Signature of Reporting Person		Date
Richard J. Harris		01/08/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares were owned directly by Fitzwilliam Segregated Account No. 31 ("Cell 31"), a segregated account within Fitzwilliam Insurance Limited, a Bermuda segregated cell company ("FIL"), which is a wholly-owned subsidiary of Kenmare Holdings Ltd., a Bermuda company ("Kenmare"), which is a wholly-owned subsidiary of Enstar Group Limited, a Bermuda company ("Enstar"). FIL has issued non-voting preferred shares related solely to the economic interest in Cell 31 to Bayshore Holdings Ltd., a Bermuda company ("Bayshore"). Kenmare owns approximately 59% of Bayshore. Kenmare and Enstar disclaim beneficial ownership of the shares held by Cell 31 except to the extent of their pecuniary interest therein. Kenmare and Enstar were indirect beneficial owners of the reported securities.

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