Sec Form 4 Filing - Kelso Investment Associates X, L.P. @ Watford Holdings Ltd. - 2021-07-01

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 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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1. Name and Address of Reporting Person Kelso Investment Associates X, L.P. 2. Issuer Name and Ticker or Trading Symbol Watford Holdings Ltd. [ WTRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O KELSO & COMPANY, 320 PARK AVENUE 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares 07/01/2021 J( 1 ) 204,153 D $ 35 0 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Common Shares 07/01/2021 J( 1 ) 22,549 D $ 35 0 D ( 8 ) Common Shares 07/01/2021 J( 1 ) 3,788 D $ 35 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kelso Investment Associates X, L.P. C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR NEW YORK, NY10022 See Remarks KSN Fund X, L.P. C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR NEW YORK, NY10022 See Remarks Kelso GP X, L.P. C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR NEW YORK, NY10022 See Remarks Kelso GP X, LLC C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR NEW YORK, NY10022 See Remarks Kep X, LLC C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR NEW YORK, NY10022 See Remarks Signatures Kelso Investment Associates X, L.P.: By: /s/ William Woo, Managing Member of Kelso GP X, LLC, the GP of Kelso GP X, L.P., it's GP 07/06/2021 Signature of Reporting Person Date KSN Fund X, L.P. : By: /s/ William Woo, Managing Member of Kelso GP X, LLC, the GP of Kelso GP X, L.P., it's GP 07/06/2021 Signature of Reporting Person Date Kelso GP X, L.P.: By /s/ William Woo, Managing Member of Kelso GP X, LLC, it's GP 07/06/2021 Signature of Reporting Person Date Kelso GP X, LLC : By /s/ William Woo, Managing Member 07/06/2021 Signature of Reporting Person Date KEP X, LLC : By: /s/ William Woo, Managing Member 07/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2021, in connection with the acquisition of the Issuer by Greysbridge Holdings Ltd. ("Greysbridge Holdings"), all outstanding common shares of the Issuer were transferred to Greysbridge Holdings for $35.00 per share. Following consummation of the acquisition and certain related transactions, the Issuer is a wholly owned subsidiary of Greysbridge Holdings and the reporting persons own, in the aggregate, 30% of Greysbridge Holdings. ( 2 )Securities held directly by Kelso Investment Associates X, L.P. ("KIA"). ( 3 )Kelso GP X, LLC ("GP X LLC") is the general partner of Kelso GP X, L.P. ("GP X LP", and, together with GP X LLC and KIA, the "KIA Entities"). GP X LP is the general partner of KIA. GP X LLC is the general partner of GP X, L.P. (together with GP X LP and KSN, the "KSN Entities"). GP X LP is the general partner of KSN. The KIA Entities and the KSN Entities, due to their common control, could be deemed to beneficially own each of the other's securities. Each of the KIA Entities and the KSN Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose. ( 4 )Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other's securities. GP X LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LP and KIA, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP X LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and KIA, except, in the case of KIA, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. ( 5 )KIA disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and GP X LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. ( 6 )Each of the KSN Entities, due to their common control, could be deemed to beneficially own each other's securities. GP X LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LP and KSN, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP X LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and KSN, except, in the case of KSN, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. ( 7 )KSN disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and GP X LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. ( 8 )Securities held directly by KEP X, LLC ("KEP"). Each of the reporting persons (other than KEP) disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for any purpose. ( 9 )Securities held directly by KSN Fund X, L.P. ("KSN").

Remarks: Prior to the consummation of the acquisition of the Issuer by Greysbridge Holdings, the reporting persons were parties to an interim investors' agreement and a voting and support agreement with certain other holders of the Issuer's common shares, as a result of which the reporting persons may have been deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Exchange Act, with such other holders that beneficially owned more than 10% of the Issuer's common shares, which was the class of equity securities registered under Section 12 of the Exchange Act.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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