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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STONE POINT CAPITAL LLC STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT 06830-6327 |
X | |||
Trident V Parallel Fund, L.P. 20 HORSENECK LANE GREENWICH, CT 06830 |
X | |||
Trident V Professionals Fund, L.P. 20 HORSENECK LANE GREENWICH, CT 06830 |
X | |||
TRIDENT V, L.P. 20 HORSENECK LANE GREENWICH, CT 06830 |
X |
/s/ Jacqueline Giammarco, Chief Compliance Officer | 05/15/2018 | |
**Signature of Reporting Person | Date | |
By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President | 05/15/2018 | |
**Signature of Reporting Person | Date | |
By: Stone Point GP Ltd., its sole general partner, By: /s/ Jacqueline Giammarco, Vice President | 05/15/2018 | |
**Signature of Reporting Person | Date | |
By: Trident Capital V, L.P., its sole general partner, By:DW Trident V, LLC, a general partner, By: /s/ Jacqueline Giammarco, Vice President | 05/15/2018 | |
**Signature of Reporting Person | Date |
* | 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) | Consists of: (a) 163,871 ordinary shares ("Shares") of Enstar Group Ltd. ("Enstar") acquired by Trident V, L.P. ("Trident V"), (b) 114,925 Shares acquired by Trident V Parallel Fund, L.P. ("Trident V Parallel"), and (c) 7,190 Shares acquired by Trident V Professionals Fund, L.P. ("Trident V Professionals"). |
(2) | Enstar issued a total of 285,986 Shares to Trident V, Trident V Parallel, and Trident V Professionals in exchange, proportionately, for a total of 2,500,000 common shares of KaylaRe Holdings Ltd. |
(3) | Consists of: (a) 163,871 Shares held by or held for Trident V, (b) 114,925 Shares held by or held for Trident V Parallel, (c) 7,190 Shares held by or held for Trident V Professionals, and (d) 1,350,000 Shares held by or held for Trident Public Equity LP. Stone Point Capital LLC and certain of its subsidiaries may be deemed to beneficially own the Shares held by one or more of Trident V, Trident V Parallel, and Trident V Professionals. Each of the reporting persons disclaims beneficial ownership of the Shares disclosed herein except to the extent of such person's pecuniary interest therein, if any. |
Remarks: James D. Carey, a senior principal of Stone Point Capital LLC, is a member of the Board of Directors of Enstar. Mr. Carey is a member of the investment committee and owner of one of the four general partners of the general partners of each of Trident V and Trident V Parallel. Mr. Carey is a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals. On the basis of the relationships between Mr. Carey and the reporting persons, the reporting persons may be deemed directors by deputization in respect of Enstar. |