Edgar Filing: Enstar Group LTD

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Packer Nicholas Andrew

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)
Executive Vice President

(Last)

(First)

(Middle)

P.O. BOX HM 2267, WINDSOR PLACE,, 3RD FLOOR, 22 QUEEN STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2014

(Street)

HAMILTON, D0 HM JX

4. If Amendment, Date Original Filed(Month/Day/Year)
01/02/2016

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)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	01/02/2014		S⁽¹⁾		2,600 ⁽²⁾	D	$ 137.8077 ⁽³⁾	350,375	I	By Hove Investments Holding Ltd. ⁽⁴⁾
Ordinary Shares	01/02/2014		S⁽¹⁾		800 ⁽²⁾	D	$ 137.0791 ⁽⁵⁾	349,575	I	By Hove Investments Holding Ltd. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Packer Nicholas Andrew P.O. BOX HM 2267, WINDSOR PLACE, 3RD FLOOR, 22 QUEEN STREET HAMILTON, D0 HM JX			Executive Vice President

Signatures

/s/ Audrey B. Taranto by power of attorney		04/29/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Effected pursuant to a Rule 10b5-1(c) sales plan adopted by Hove Investments Holdings Ltd. on November 12, 2013 and modified on November 27, 2013.
(2)	Amendment required to correct prior amounts reported due to discovery of an administrative error by a third party. The error resulted in the erroneous report of the disposition of an additional 100 ordinary shares on Mr. Packer's Form 4 filed January 2, 2014 (the "Original Form 4"), which resulted in the omission of 100 beneficially owned ordinary shares on Forms 4 filed subsequent to the Original Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.65 to $137.97, inclusive.
(4)	Hove Investments Holding Ltd. is owned by the Hove Trust. The trustee of the Hove Trust is R&H Trust Co. (BVI) Limited. The reporting person and his immediate family are the sole beneficiaries of the Hove Trust.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.52 to $137.41, inclusive.

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