SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Enstar Group Limited

(Name of Issuer)

Orindary Shares, par value $1.00 per share

(Title of Class of Securities)

G3075P101

(CUSIP Number)

Sally A. Rocker
J.C. Flowers & Co. LLC, 1301 Avenue of the Americas, 16th Floor
New York, NY, 10019
212-404-6804

Gregory V. Gooding
Debevoise & Plimpton LLP, 66 Hudson Boulevard
New York, NY, 10001
212-909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

J. Christopher Flowers, individually and as Executor of the Estate of Nimrod T. Frazer

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Paula Mims, not in her individual capacity but solely as Executor of the Estate of Nimrod T. Frazer

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Frazer Holdings LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

GEORGIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Estate of Nimrod T. Frazer

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

GEORGIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Anne Oros, individually and as Trustee of the John J. Oros 1998 Family Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Stuart Schlesinger, individually and as Trustee of the Hyman 2018 Family Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

John J. Oros 1998 Family Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Hyman 2018 Family Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

David G. Walsh

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Steven D. Arnold

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

Arnold 1997 Limited Partnership

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

G3075P101

Name of reporting person

SAS GP, L.L.C.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Orindary Shares, par value $1.00 per share

(b)

Name of Issuer:

Enstar Group Limited

(c)

Address of Issuer's Principal Executive Offices:

P.O. Box HM 2267, A.S. Cooper Building, 26 Reid Street, Hamilton, BERMUDA , HM 11.

Item 1 Comment:

EXPLANATORY NOTE: This Amendment No. 1 amends the Statement on Schedule 13D initially filed on August 2, 2024 with the SEC (the "Schedule") by the Reporting Persons (as defined in the Schedule). This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

Item 2.

Identity and Background

(a)

The disclosure in Item 2 of the Schedule is hereby amended and restated in its entirety as follows: This Schedule is filed jointly by J. Christopher Flowers, a United States citizen ("Mr. Flowers"), Paula Mims, a United States citizen ("Ms. Mims"), not in her individual capacity, but solely as Executor of the Estate of Nimrod T. Frazer, Frazer Holdings LLC, a Georgia limited liability company ("Frazer Holdings"), the Estate of Nimrod T. Frazer, an estate subject to the laws of the State of Alabama (the "Frazer Estate"), Anne Oros, a United States citizen ("Ms. Oros"), Stuart Schlesinger, a United States citizen ("Mr. Schlesinger"), the John J. Oros 1998 Family Trust, a trust established under the laws of the State of Delaware (the "Oros Trust"), the Hyman 2018 Trust, a trust established under the laws of the State of New York (the "Hyman Trust"), David G. Walsh, a United States citizen ("Mr. Walsh"), Steven D. Arnold, a United States citizen ("Mr. Arnold"), the Arnold 1997 Limited Partnership, a Texas limited partnership (the "Arnold Partnership") and SAS GP, L.L.C., a Texas limited liability company ("SAS" and, together with Mr. Flowers, Ms. Mims, Frazer Holdings, the Frazer Estate, Ms. Oros, the Oros Trust, Mr. Schlesinger, the Hyman Trust, Mr. Walsh, Mr. Arnold and the Arnold Partnership, the "Reporting Persons"). In connection with the conversion of Frazer Holdings from a Georgia limited partnership into a Georgia limited liability company, Frazer Ventures LLC, a Georgia limited liability company and the previous general partner of Frazer Holdings LP, was dissolved. As a result, it ceased to beneficially own any Ordinary Shares.

(b)

The principal business address of Mr. Flowers, Ms. Oros, the Oros Trust, Mr. Schlesinger and the Hyman Trust is c/o J.C. Flowers & Co. LLC, 1301 Avenue of the Americas, 16th Floor, New York, NY 10019. The principal business address of Ms. Mims, Frazer Holdings and the Frazer Estate is 300 Water Street, Suite 200, Montgomery, AL 36104. The principal business address of Mr. Walsh is c/o Foley & Lardner, P.O. Box 1497, Madison, WI 53701. The principal business address of Mr. Arnold, the Arnold Partnership and SAS is 1001 Fannin Street, Suite 1250, Houston, TX 77002.

(c)

The principal business of Frazer Holdings is holding investments. The principal business of the Arnold Partnership is holding investments. The principal business of SAS is serving as the sole general partner of the Arnold Partnership. Not applicable for the Frazer Estate, Ms. Oros, the Oros Trust and the Hyman Trust. The present principal occupation of Mr. Flowers is managing director of J.C. Flowers & Co. LLC. The present principal occupation of Ms. Mims is finance professional. The present principal occupation of Mr. Schlesinger is attorney. The present principal occupation of Mr. Walsh is attorney. The present principal occupation of Mr. Arnold is investment management professional.

(d)

(e)

(f)

See the response to Item 2(a) above.

Item 4.

Purpose of Transaction

The disclosure in Item 4 of the Schedule is hereby supplemented by adding the following at the end thereof: The Merger Agreement On July 2, 2025 (the "Closing Date"), the previously announced acquisition of the Issuer by investment vehicles managed or advised by affiliates of Sixth Street Partners LLC was completed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Deer Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of the Issuer ("New Company Holdco"), Deer Merger Sub Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of New Company Holdco ("Company Merger Sub"), Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda ("Parent"), and Elk Merger Sub Limited, an exempted company limited by shares existing under the laws of Bermuda and a direct wholly-owned Subsidiary of Parent ("Parent Merger Sub"). Parent and Parent Merger Sub are backed by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. As a result of the Transaction, and upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, each Ordinary Share issued and outstanding as of immediately prior to the First Effective Time (other than (w) Ordinary Shares owned by Parent, Parent Merger Sub, the Issuer or their respective wholly-owned Subsidiaries, (x) all Reinvesting Shares, (y) all Ordinary Shares subject to the Issuer's equity awards (other than Company Restricted Shares) and (z) all Ordinary Shares that were Dissenting Shares), was converted into the right to receive a total of $338 in cash, without interest. Following the consummation of the Transactions, holders of Ordinary Shares no longer directly own any shares of the Issuer, which is the Third Surviving Company following the Mergers. The treatment of the Issuer's preferred equity interests and equity awards is further set forth in the Merger Agreement. In connection with the Closing, the Issuer notified representatives of the NASDAQ Stock Market LLC ("NASDAQ") that the Mergers had been completed and requested that NASDAQ suspend trading of the Ordinary Shares. In addition, the Issuer requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section12(b) of the Exchange Act on Form 25 (the "Ordinary Shares Form 25") to effect the delisting of the Ordinary Shares and the deregistration of such shares under Section 12(b) of the Exchange Act. On July 2, 2025, the Issuer also notified representatives of NASDAQ of its determination to voluntarily withdraw its depositary shares, each representing a 1/1,000th interest in a 7.00% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, par value $1.00 per share, and its depositary shares, each representing a 7.00% Perpetual Non-Cumulative Preferred Share, Series E, par value $1.00 per share (collectively, the "Depositary Shares") from listing on NASDAQ and registration pursuant to Section 12(b) of the Exchange Act, and its intention to file a Form 25 Notification of Delisting with the SEC (the "Depositary Shares Form 25" and together with the Ordinary Shares Form 25, the "Form 25s")on or about July 14, 2025, relating to delisting and deregistering of the Depositary Shares. Following the effectiveness of the Form 25s, the Issuer intends to file with the SEC a certification on Form 15 requesting the termination of registration of Ordinary Shares and the Depositary Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act. Such deregistration of the Ordinary Shares and the Depositary Shares will become effective 90 days after the filing of the applicable Form 25, or such shorter period as may be determined by the SEC. The Issuer's reporting obligations under the Exchange Act will be suspended immediately upon the filing of Form 15. Support Agreements On the Closing Date, the Rollover was completed pursuant to and in accordance with the terms of the Support Agreements.

Item 5.

Interest in Securities of the Issuer

(a)

The disclosure in Item 5(a), (b), (c) and (e) of the Schedule is hereby amended and restated as follows: The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover pages of this Schedule that relate to the aggregate number and percentage of Ordinary Shares beneficially owned by such Reporting Persons (including but not limited to footnotes to such information) are incorporated herein by reference.

(b)

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule that relate to the number of Ordinary Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

(c)

Other than as set forth herein, no transaction in the Issuer's securities have been effected by the Reporting Persons during the past 60 days.

(e)

On July 2, 2025, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's Ordinary Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

J. Christopher Flowers, individually and as Executor of the Estate of Nimrod T. Frazer

Signature:	/s/ J. Christopher Flowers
Name/Title:	J. Christopher Flowers
Date:	07/07/2025

Paula Mims, not in her individual capacity but solely as Executor of the Estate of Nimrod T. Frazer

Signature:	/s/ Paula Mims
Name/Title:	Paula Mims
Date:	07/07/2025

Frazer Holdings LLC

Signature:	/s/ J. Christopher Flowers
Name/Title:	J. Christopher Flowers/Manager
Date:	07/07/2025

Estate of Nimrod T. Frazer

Signature:	/s/ J. Christopher Flowers
Name/Title:	J. Christopher Flowers/Executor
Date:	07/07/2025

Signature:	/s/ Paula Mims
Name/Title:	Paula Mims/Executor
Date:	07/07/2025

Anne Oros, individually and as Trustee of the John J. Oros 1998 Family Trust

Signature:	/s/ Anne Oros
Name/Title:	Anne Oros
Date:	07/07/2025

Stuart Schlesinger, individually and as Trustee of the Hyman 2018 Family Trust

Signature:	/s/ Stuart Schlesinger
Name/Title:	Stuart Schlesinger
Date:	07/07/2025

John J. Oros 1998 Family Trust

Signature:	/s/ John Oros
Name/Title:	John Oros/Grantor
Date:	07/07/2025

Hyman 2018 Family Trust

Signature:	/s/ Stuart Schlesinger
Name/Title:	Stuart Schlesinger/Trustee
Date:	07/07/2025

David G. Walsh

Signature:	/s/ David G. Walsh
Name/Title:	David G. Walsh
Date:	07/07/2025

Steven D. Arnold

Signature:	/s/ Steven D. Arnold
Name/Title:	Steven D. Arnold
Date:	07/07/2025

Arnold 1997 Limited Partnership

Signature:	/s/ Steven D. Arnold
Name/Title:	Steven D. Arnold/President
Date:	07/07/2025

SAS GP, L.L.C.

Signature:	/s/ Steven D. Arnold
Name/Title:	Steven D. Arnold/President
Date:	07/07/2025

Amendment: SEC Form SCHEDULE 13D/A filed by Enstar Group Limited