Enstar Group Limited

Voting Ordinary Shares

G3075P101

May 14, 2018

NAME OF REPORTING PERSON

Hillhouse Capital Management, Ltd.

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF (See Item 3)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

1,747,840 Voting Ordinary Shares*

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,747,840 Voting Ordinary Shares*

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,747,840 Voting Ordinary Shares*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.75% (See Item 5)

TYPE OF REPORTING PERSON

IA

This Schedule 13D is filed by Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("Hillhouse Capital" or the "Reporting Person"). Hillhouse Capital acts as the sole general partner of YHG Investment, L.P. ("YHG") and the sole management company of Gaoling Fund, L.P. ("Gaoling") and Hillhouse Fund III, L.P. ("Fund III," and together with YHG and Gaoling, the "Hillhouse Entities"). Hillhouse Capital 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 the Hillhouse Entities.

The principal business of Hillhouse Capital is investment management and its business address is Cayman Corporate Centre, 3rd Floor, 18 Fort Street, George Town, Grand Cayman. The directors of Hillhouse Capital are Jun Shen ("Mr. Shen") and Colm O'Connell ("Mr. O'Connell"). Mr. Shen and Mr. O'Connell are employees of Hillhouse Capital and Mr. Lei Zhang is the President and Chief Investment Officer of Hillhouse Capital.

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 body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws.

The filing of this statement should not be construed as an admission that the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Voting Ordinary Shares reported herein.

The Reporting Person acquired the Voting Ordinary Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer.  An employee of the Reporting Person, Liu Jie, serves on the board of directors of the Issuer (the "Board").

As described in the Current Reports on Form 8-K filed by the Issuer on February 8, 2018 (the "February 8-K") and May 17, 2018, the Issuer, Fund III and the other parties thereto entered into an exchange agreement on February 2, 2018 (the "Exchange Agreement"). Pursuant to the Exchange Agreement, on May 14, 2018, Fund III acquired (i) 1,039,088 Voting Ordinary Shares and 505,239 of the Issuer's non-voting ordinary shares, par value $1.00 per share (the "Non-Voting Ordinary Shares"), in exchange for 13,500,000 common shares of KaylaRe Holdings Ltd. ("KaylaRe") previously held by HH KaylaRe Holdings, Ltd. ("HH KaylaRe"), which is owned by Fund III, and (ii) 165,265 Voting Ordinary Shares in exchange for 1,444,689 warrants of KaylaRe previously held by HH KaylaRe. As described in the February 8-K, the Issuer has agreed to use reasonable best efforts within 90 days of the closing of the exchange transaction, to register for resale pursuant to the Securities Act of 1933, as amended, the Voting Ordinary Shares issued to Fund III.

Except as disclosed in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person and its representatives may and from time to time engage in discussions with members of management, and the Board, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Board, price levels of the Securities (as defined below), other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, exchanging information with the Issuer or other third parties pursuant to appropriate confidentiality or similar agreements; proposing changes in the Issuer's operations, management, Board, governance or capitalization; acquiring additional equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities") or disposing of some or all of the Securities beneficially owned by it, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the economic exposure of the Hillhouse Entities with respect to their investment in the Issuer and/or otherwise changing the Reporting Person's intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Gaoling, YHG and Fund III hold 1,308,259, 98,472 and 505,239 Non-Voting Ordinary Shares, respectively.

HillHOUSE CAPITAL MANAGEMENT, LTD.

Name: Richard A. Hornung

Title: General Counsel and Chief Compliance Officer