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 ^*

TRIDENT II L P

2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ESGR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MAPLES & CALDER, UGLAND HOUSE, BOX 309, SOUTH CHURCH STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2008

(Street)

GEORGE TOWN, GRAND CAYMAN, E9 BWI

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 Share	11/05/2008		S		945	D	$ 75.9035	1,257,352	D ⁽¹⁾ ⁽²⁾
Ordinary Share	11/05/2008		S		27	D	$ 75.9035	35,943	D ⁽¹⁾ ⁽³⁾
Ordinary Share	11/05/2008		S		28	D	$ 75.9035	37,941	D ⁽¹⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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
TRIDENT II L P C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, E9 BWI		X
TRIDENT CAPITAL II LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, E9 BWI		X
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, E9 BWI		X
MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, E9 BWI		X

Signatures

Trident II, L.P.; By: Trident Capital II, L.P., general partner; By: DW Trident GP, LLC, general partner; By: /s/ David Wermuth, Member		11/06/2008
^**Signature of Reporting Person		Date
Trident Capital II, L.P., general partner; By: DW Trident GP, LLC, general partner; By: /s/ David Wermuth, Member		11/06/2008
^**Signature of Reporting Person		Date
Marsh & McLennan Capital Professionals Fund, L.P.; By: Stone Point GP Ltd., general partner; By: /s/ David Wermuth, Secretary		11/06/2008
^**Signature of Reporting Person		Date
Marsh & McLennan Employees' Securities Company, L.P.; By: Marsh & McLennan GP I, Inc., general partner; By: Stone Point Capital LLC, agent and attorney-in-fact; By: /s/ David Wermuth, Principal		11/06/2008
^**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)	Trident II, L.P. ("Trident II") is making this joint filing on Form 4 on its own behalf and on behalf of (i) its sole general partner, Trident Capital II, L.P., (ii) Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") and (iii) Marsh & McLennan Employees' Securities Company, L.P. ("ESC"), with respect to beneficial ownership of Ordinary Shares of Enstar Group Limited ("Enstar"). Trident II, CPF and ESC have entered into an agreement pursuant to which they have agreed that they will coordinate the timing of the sale of shares of Ordinary Shares of Enstar.
(2)	Represents 1,257,352 Ordinary Shares of Enstar directly owned by Trident II. As a result of the agreement to coordinate referenced in Note 1 above, Trident II may be deemed to be the beneficial owner of Ordinary Shares of Enstar that are beneficially owned by ESC and CPF. Trident II disclaims beneficial ownership of Ordinary Shares of Enstar that are, or may be deemed to be, beneficially owned by ESC and CPF.
(3)	Represents 35,943 Ordinary Shares of Enstar directly owned by CPF. As a result of the agreement to coordinate referenced in Note 1 above, CPF may be deemed to be the beneficial owner of Ordinary Shares of Enstar that are beneficially owned by Trident II and ESC. CPF disclaims beneficial ownership of Ordinary Shares of Enstar that are, or may be deemed to be, beneficially owned by Trident II and ESC.
(4)	Represents 37,941 Ordinary Shares of Enstar directly owned by ESC. As a result of the agreement to coordinate referenced in Note 1 above, ESC may be deemed to be the beneficial owner of Ordinary Shares of Enstar that are beneficially owned by Trident II and CPF. ESC disclaims beneficial ownership of Ordinary Shares of Enstar that are, or may be deemed to be, beneficially owned by Trident II and CPF.

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