4//SEC Filing
Silvester Dominic Francis Michael 4
Accession 0001363829-20-000010
CIK 0001363829other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 4:33 PM ET
Size
8.6 KB
Accession
0001363829-20-000010
Insider Transaction Report
Form 4
Enstar Group LTDESGR
Silvester Dominic Francis Michael
DirectorChief Executive Officer10% Owner
Transactions
- Award
Joint Share Ownership Interest
2020-01-21+565,630→ 565,630 total(indirect: By Trust)From: 2023-01-21Exp: 2023-04-21→ Ordinary Shares (565,630 underlying)
Footnotes (6)
- [F1]The Joint Share Ownership Interest relates to an equity compensation award (the "Award") granted to Mr. Silvester under Enstar Group Limited's ("Enstar") Joint Share Ownership Plan, a sub-plan of the Amended and Restated Enstar Group Limited 2016 Equity Incentive Plan. Under the terms of a joint share ownership agreement (the "JSOP Agreement") between Enstar, Mr. Silvester and the trustee (the "Trustee") of the Enstar Group Limited Employee Benefit Trust (the "Trust"), Mr. Silvester holds a shared ownership interest with the Trustee in the ordinary shares underlying the Award, subject to certain vesting and other conditions.
- [F2]Except in certain instances of change of control, as defined in the JSOP Agreement, or the lapse of his interest, 80% of Mr. Silvester's interest will vest on January 21, 2023 (the "Vesting Date") and 20% of Mr. Silvester's interest will vest on that date only if the growth of Enstar's fully diluted book value per ordinary share between January 1, 2020 and December 31, 2022 meets or exceeds a compound annual growth rate specified in the JSOP Agreement. Where the market prices of an ordinary share on both the Vesting Date and the date on which the value of Mr. Silvester's interest is realized are equal to or greater than $266.00, Mr. Silvester will be entitled to 100% of any value in the ordinary shares held by the Trust above $205.89 per share, which was the closing price per ordinary share on the Nasdaq Global Select Market of The Nasdaq Stock Market LLC on the day before the grant date.
- [F3]Following vesting, and if certain other conditions are satisfied, Mr. Silvester may direct the Trustee to exchange their respective interests, which would result in Mr. Silvester becoming the owner of a portion of the ordinary shares in an amount determined in accordance with the terms of the JSOP Agreement as described in Note 2 above.
- [F4]If Mr. Silvester fails to direct the Trustee to exchange their respective interests prior to the end of the three month period beginning on the Vesting Date, the Trustee will exchange the interests as soon as reasonably practicable, which would result in Mr. Silvester becoming the owner of a portion of the ordinary shares in an amount determined in accordance with the terms of the JSOP Agreement as described in Note 2 above.
- [F5]The Trustee has agreed to pay $1 per ordinary share to Enstar for its interest in the ordinary shares. Mr. Silvester is not required to pay any consideration for his interest in the ordinary shares.
- [F6]The Trustee holds the legal title of all the ordinary shares underlying the Award.
Documents
Issuer
Enstar Group LTD
CIK 0001363829
Entity typeother
Related Parties
1- filerCIK 0001387738
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 4:33 PM ET
- Size
- 8.6 KB