FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brockman Paul Michael James		 2. Issuer Name and Ticker or Trading Symbol

Enstar Group LTD [ ESGR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
COO & CCO
(Last)          (First)          (Middle)

C/O 22 QUEEN STREET, WINDSOR PLACE, 3RD FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2023
(Street)

HAMILTON, D0 HM 11		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 3/20/2023  A  4488 (1)A$0 26128 (2)D  
Ordinary Shares 3/20/2023  J  8340 (3)A(3)$0 26128 (2)D  
Ordinary Shares 3/20/2023  A  970 (4)A$0 27098 (5)D  
Ordinary Shares 3/20/2023  F  245 D$222.80 26853 (5)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Represents a grant pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan (the "Equity Incentive Plan") of Restricted Stock Units ("RSUs") scheduled to vest on July 1, 2025. The RSUs are payable in ordinary shares upon vesting and each RSU is the economic equivalent of one ordinary share.
(2) Includes 416 RSUs that vest in two equal annual installments beginning on March 30, 2023; 537 RSUs that vest in two approximately equal annual installments beginning on March 20, 2024; and 12,828 RSUs that vest on July 1, 2025.
(3) Represents the modification of an existing grant of RSUs pursuant to the Equity Incentive Plan. The original award was granted on July 1, 2021, reported on a Form 4 on July 6, 2021, and consisted of 8,340 RSUs that were scheduled to vest on July 1, 2024. The reporting person and the Company have agreed to modify the award to extend the vesting date to July 1, 2025.
(4) Represents a grant pursuant to the Equity Incentive Plan of RSUs that vest in three approximately equal annual installments beginning on the first anniversary of the grant date. The RSUs are payable in ordinary shares upon vesting and each RSU is the economic equivalent of one ordinary share.
(5) Includes 416 RSUs that vest in two equal annual installments beginning on March 30, 2023; 537 RSUs that vest in two approximately equal annual installments beginning on March 20, 2024; 970 RSUs that vest in three approximately equal annual installments beginning on March 20, 2024; and 12,828 RSUs that vest on July 1, 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Brockman Paul Michael James
C/O 22 QUEEN STREET
WINDSOR PLACE, 3RD FLOOR
HAMILTON, D0 HM 11

COO & CCO
Signatures
Audrey B. Taranto (By Power of Attorney)3/22/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Enstar (NASDAQ:ESGRO)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Enstar Charts.
Enstar (NASDAQ:ESGRO)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Enstar Charts.