Flowers J. Christopher 4
4 · Enstar Group LTD · Filed May 26, 2011
Insider Transaction Report
Form 4
Enstar Group LTDESGR
Flowers J. Christopher
Director10% Owner
Transactions
- Exercise/Conversion
Restricted Share Units
2011-05-24−4,515→ 0 total→ Ordinary Shares (4,515 underlying) - Exercise/Conversion
Ordinary Shares
2011-05-24+4,515→ 1,189,070 total - Exercise/Conversion
Deferred Units
2011-05-24−371.2→ 0 total→ Ordinary Shares (371.2 underlying) - Exercise/Conversion
Ordinary Shares
2011-05-24+371.2→ 1,184,926.2 total - Exercise/Conversion
Ordinary Shares
2011-05-24+3,610→ 1,192,680 total - Exercise/Conversion
Share Units
2011-05-24−3,610.369→ 0 total→ Ordinary Shares (3,610.369 underlying) - Disposition to Issuer
Ordinary Shares
2011-05-24$97.03/sh−371.2$36,018→ 1,184,555 total
Holdings
- 285,714(indirect: By Partnership)
Ordinary Shares
Footnotes (4)
- [F1]Each deferred unit was the economic equivalent of one ordinary share of the issuer. Pursuant to the terms of plan under which they were granted, the deferred units were settled in cash following Mr. Flowers' resignation from the issuer's board of directors. For each deferred unit, the issuer paid Mr. Flowers the cash equivalent of the closing share price of the issuer's ordinary shares on May 24, 2011, the settlement date ($97.03 per share). Although for reporting purposes the transaction is listed as a disposition to the issuer of a number of ordinary shares equal to the number of deferred units, no ordinary shares in respect of these deferred units were ever issued to Mr. Flowers.
- [F2]Each restricted share unit was the economic equivalent of one ordinary share of the issuer. The restricted share units were settled for an equal number of ordinary shares of the issuer, with fractional shares settled in cash based on the closing price of the issuer's ordinary shares on May 24, 2011, the settlement date ($97.03 per share).
- [F3]Each share unit was the economic equivalent of one ordinary share of the issuer. The share units were settled for an equal number of ordinary shares of the issuer, with fractional shares settled in cash based on the closing price of the issuer's ordinary shares on May 24, 2011, the settlement date ($97.03 per share).
- [F4]Mr. Flowers holds an indirect interest in the reported securities through a pecuniary interest in, and the exercise of investment discretion over, 285,714 ordinary shares through (a) JCF Associates II Ltd., of which he is the sole director, and JCF Associates II-A LLC, of which he is the managing member, 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.