Francis Silvester Dominic Michael Receives Stock Award at Enstar Group Ltd (ESGR) — SEC Form 4, Jul 06, 2022
SEC Form 4 · No Market Transaction
Stock Award
Compensation grant — no market purchase or sale.
Filing Lag
2 business days
within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Reporting Owner
| Name | Relationship |
|---|---|
| Francis Silvester Dominic Michael CIK 0001387738 |
Director
CEO
|
Francis Silvester Dominic Michael at Enstar Group Ltd
Full insider history
Bought (12 mo)
—
Sold (12 mo)
—
More from this insider at Enstar Group Ltd
| 2025-07-03 | Gift/Other | — | View |
| 2025-01-21 | Exercise | — | View |
| 2023-11-08 | Buy | +$10,223,100 | View |
| 2022-11-09 | Buy | +$4,942,128 | View |
Derivative Securities Transactions
| Title | Strike | Date | Type | Shares | Price | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| Joint Share Ownership InterestF1F2F3F6F2F4F5F7 | 2022-07-01 | D - Return to Issuer | 565,630 D | $0.00 | 2023-04-21 | 565,630 Ordinary Shares | Indirect | |
| Joint Share Ownership InterestF1F8F3F6F4F8F5F7 | 2022-07-01 | A - Award/Grant | 565,630 A | $0.00 | 2025-04-21 | 565,630 Ordinary Shares | Indirect |
Footnotes (8)
- 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 (the "JSOP"). Under the terms of a joint share ownership agreement dated as of January 21, 2020 (the "Original JSOP Agreement") between Enstar, Mr. Silvester and the trustee (the "Trustee") of the Enstar Group Limited Employee Benefit Trust (the "Trust"), and as amended on July 1, 2022 (the "Amended JSOP Agreement"), Mr. Silvester holds a shared ownership interest with the Trustee in the ordinary shares underlying the Award, subject to certain vesting and other conditions. Show more
- F2
- Under the terms of the Original JSOP Agreement, except in certain instances of change of control, as defined in the Original JSOP Agreement, or the lapse of his interest, 80% of Mr. Silvester's interest would vest on January 21, 2023 (the "Original Vesting Date") and 20% of his interest would 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 met or exceeded a compound annual growth rate specified in the Original JSOP Agreement. Where the market prices of an ordinary share on both the Original Vesting Date and the date on which the value of Mr. Silvester's interest was realized equaled or exceeded $266.00, he would have been 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 (the "Original Grant Date"). Show more
- F3
- The two reported transactions involved an amendment of the Award granted to Mr. Silvester under the JSOP. The amendment is being reported as the cancellation of the "old" Award and the grant of a replacement Award. Show more
- F4
- 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 Original JSOP Agreement as described in Note 2 or the Amended JSOP Agreement as described in Note 8. Show more
- F5
- 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 Original Vesting Date or the Amended Vesting Date, as applicable, 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 Original JSOP Agreement as described in Note 2 or the Amended JSOP Agreement as described in Note 8. Show more
- F6
- 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. Show more
- F7
- The Trustee holds the legal title of all the ordinary shares underlying the Award. Show more
- F8
- Under the terms of the Amended JSOP Agreement, except in certain instances of change of control, as defined in the Amended JSOP Agreement, or the lapse of his interest, 80% of Mr. Silvester's interest will vest on January 21, 2025 (the "Amended 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, 2024 meets or exceeds a compound annual growth rate specified in the Amended JSOP Agreement. Where the market prices of an ordinary share on both the Amended Vesting Date and the date on which the value of Mr. Silvester's interest is realized are equal to or greater than $315.53, 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 Original Grant Date. Show more
Related filings at Enstar Group Ltd
Institutional Holders
13F holders · Mar 31, 2018
1
institutional managers reporting a position
Largest by reported value
Other insiders at Enstar Group Ltd
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