4//SEC Filing
Rajpal Sumit 4
Accession 0000769993-11-000581
CIK 0001363829other
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 10:26 AM ET
Size
13.8 KB
Accession
0000769993-11-000581
Insider Transaction Report
Form 4
Enstar Group LTDESGR
Rajpal Sumit
Director
Transactions
- Conversion
Series C Non-Voting Common Stock
2011-06-28+749,869→ 749,869 total(indirect: See footnotes)→ Series D Non-Voting Common Stock or Ordinary Shares (749,869 underlying) - Conversion
Series A-1 Preferred Stock
2011-06-28−749,869→ 0 total(indirect: See footnotes)→ Series C Non-Voting Common Stock or Ordinary Shares (749,869 underlying)
Holdings
- 340,820(indirect: See footnotes)
Warrants
From: 2011-04-20Exp: 2021-04-20→ Series A-1 Preferred or Series C Non-Voting Common Stock (340,820 underlying) - 531,345(indirect: See footnotes)
Ordinary Shares
Footnotes (7)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F2]Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 531,345 ordinary shares, par value $1.00 per share ("Ordinary Shares"), of Enstar Group Limited (the "Company") through certain investment partnerships (the "Investment Partnerships"). Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member, member or investment manager of the Investment Partnerships. Goldman Sachs had open short positions of 57,827 Ordinary Shares as of June 28, 2011.
- [F3]Shares of Series A-1 Convertible Participating Non-Voting Perpetual Preferred Stock ("Series A-1 Preferred Stock") convert into Ordinary Shares upon (i) a widespread public distribution, (ii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company or (iii) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from the holder. In addition, the outstanding shares of Series A-1 Preferred Stock were automatically converted into shares of Series C Non-Voting Common Stock upon the adoption of certain amendments to the Company's bye-laws by its shareholders at a shareholder meeting held on June 28, 2011. The Series A-1 Preferred Stock do not have an expiration date. Goldman Sachs and GS Group may be deemed to have beneficially owned indirectly the Series A-1 Preferred Stock through the Investment Partnerships.
- [F4]The 749,869 shares of Series A-1 Preferred Stock were automatically converted into 749,869 shares of Series C Non-Voting Common Stock, par value $1.00 per share (the "Series C Common Stock"), upon the adoption of certain amendments to the Company's bye-laws by its shareholders at a shareholder meeting held on June 28, 2011. Goldman Sachs and GS Group may be deemed to beneficially own indirectly the Series C Common Stock through the Investment Partnerships. The Series C Common Stock have the same economic rights as the Ordinary Shares but have no voting rights, except on certain limited matters.
- [F5]Shares of Series C Common Stock are convertible at the election of the holder into Series D Non-Voting Common Stock. Additionally, shares of Series C Common Stock convert into Ordinary Shares only upon (i) a widespread public distribution, (ii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company or (iii) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from the holder. The Series C Common Stock do not have an expiration date.
- [F6]Subject to certain regulatory approvals.
- [F7]The Warrants are exercisable for shares of Series A-1 Preferred Stock or, after the adoption of certain amendments to the Company's bye-laws, shares of Series C Common Stock. The exercise price per share of Series A-1 Preferred Stock or Series C Common Stock, as applicable, is $115.00, subject to certain adjustments. Goldman Sachs and GS Group may be deemed to beneficially own indirectly the Warrants through the Investment Partnerships.
Documents
Issuer
Enstar Group LTD
CIK 0001363829
Entity typeother
Related Parties
1- filerCIK 0001406540
Filing Metadata
- Form type
- 4
- Filed
- Aug 18, 8:00 PM ET
- Accepted
- Aug 19, 10:26 AM ET
- Size
- 13.8 KB