4//SEC Filing
Flowers J. Christopher 4
Accession 0001104659-12-031382
CIK 0001363829other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 4:05 PM ET
Size
9.4 KB
Accession
0001104659-12-031382
Insider Transaction Report
Form 4
Enstar Group LTDESGR
Flowers J. Christopher
Director10% Owner
Transactions
- Gift
Ordinary Shares
2012-02-09−10,000→ 1,165,549 total - Sale
Ordinary Shares
2012-04-28$86.50/sh−545,123$47,153,140→ 620,426 total - Sale
Ordinary Shares
2012-04-28$86.50/sh−133,627$11,558,736→ 152,087 total(indirect: By Partnership)
Footnotes (2)
- [F1]Mr. Flowers holds an indirect interest in the reported securities through a pecuniary interest in, and the exercise of investment discretion over, 152,087 ordinary shares through (a) JCF Associates II Ltd., of which he is the sole director, on behalf of J.C. Flowers II L.P., J.C. Flowers II-A L.P. and J.C. Flowers II-B L.P. and (b) FSO GP Ltd., of which he is the sole director, on behalf of Financial Service Opportunities L.P. (collectively, the "Funds"). Mr. Flowers disclaims beneficial ownership of the ordinary shares held by the Funds except to the extent of any pecuniary interest therein. This disclosure shall not be construed as an admission that Mr. Flowers is the beneficial owner of the Funds' shares.
- [F2]The transactions reflected in this Form 4 are pursuant to a Stock Purchase Agreement, dated as of April 28, 2012, by and among Mr. Flowers, the Funds and the purchasers named therein, pursuant to which Mr. Flowers and the Funds agreed to sell 1,200,000 ordinary shares for $86.50 per share in two tranches. The first tranche of 678,750 shares, which is reflected on this Form 4, is scheduled to close on May 14, 2012. The second tranche of 521,250 shares, including 418,630 shares held by Mr. Flowers and 102,620 shares held by the Funds, will close as promptly as practicable following the purchasers' receipt of certain regulatory approvals. Additional amounts will be payable to Mr. Flowers and the Funds to the extent the closings occur after May 14, 2012.
Documents
Issuer
Enstar Group LTD
CIK 0001363829
Entity typeother
Related Parties
1- filerCIK 0001041196
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 4:05 PM ET
- Size
- 9.4 KB