General statement of acquisition of beneficial ownership



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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




SCHEDULE 13D/A


Under the Securities Exchange Act of 1934

(Amendment No. 2)*



Enstar Group Limited



(Name of Issuer)



Voting Ordinary
Shares



(Title of Class of Securities)



G3075P101



(CUSIP Number)




Richard A. Hornung



Hillhouse Investment Management, Ltd.



Office #122, Windward 3 Building, Regatta Office Park



West Bay Road, Grand Cayman



Cayman Islands, KY1-9006



+ 345-749-8643





With a copy to:





Eleazer N. Klein, Esq.



Adriana F. Schwartz, Esq.



Schulte Roth & Zabel LLP



919 Third Avenue



New York, NY 10022



(212) 756-2000




(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)



July 15, 2021



(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 Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. [ ]





(Page 1 of 5 Pages)



______________________________



* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.





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).
















CUSIP No. G3075P101



SCHEDULE 13D/A



Page

2

of 5 Pages












































































1



NAME OF REPORTING PERSON



Hillhouse Investment Management, Ltd.




2


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)

¨



(b)

¨




3


SEC USE ONLY


4



SOURCE OF FUNDS



AF (See Item 3)




5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


¨



6



CITIZENSHIP OR PLACE OF ORGANIZATION



Cayman Islands



NUMBER OF


SHARES


BENEFICIALLY


OWNED BY


EACH


REPORTING


PERSON WITH:


7



SOLE VOTING POWER



-0-




8



SHARED VOTING POWER



-0-




9



SOLE DISPOSITIVE POWER



-0-




10



SHARED DISPOSITIVE POWER



-0-




11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON



-0-




12


CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


¨



13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)



0%




14



TYPE OF REPORTING PERSON



IA




























CUSIP No. G3075P101



SCHEDULE 13D/A



Page

3

of 5 Pages







This Amendment No. 2 ("

Amendment No. 2

") amends the statement
on Schedule 13D/A filed by the Reporting Person (as defined below) with the Securities and Exchange Commission (the "

SEC

")
on April 2, 2019 (the "

Schedule 13D/A

", and as amended hereby, the "

Schedule 13D

") with respect to the
voting ordinary shares, par value $1.00 per share (the "

Voting Ordinary Shares

") of Enstar Group Limited, an exempted
Bermuda company (the "

Issuer

"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have
the meanings set forth in the Schedule 13D/A. This Amendment No. 2 amends Items 2, 4, 5 and 6 as set forth below.





























Item 2.



Identity and Background





Item 2 of the Schedule 13D is amended and restated as follows:





This Schedule 13D is filed by Hillhouse Investment Management, Ltd., an
exempted Cayman Islands company ("

HIM

" or the "

Reporting Person

").





HIM acts as the sole management company of Hillhouse Fund III, L.P. ("

Fund
III

"). HIM is hereby deemed to be the sole beneficial owner of, and to solely control the voting and investment power of, the
Voting Ordinary Shares held by Fund III.





The principal business of HIM is investment management and its business
address is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central Hong Kong. The directors of HIM are Colm
O'Connell and Bridget Kidner. Mr. O'Connell and Ms. Kidner are employees of HIM and Mr. Lei Zhang is the Founder and President of HIM.







During the past five years neither the Reporting Person nor, to the best
knowledge of the Reporting Person, any of its directors or executive officers has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative



The above information was disclosed in a filing to the SEC. To see the filing, click here.

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