SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/16/2021	3. Issuer Name and Ticker or Trading Symbol Watford Holdings Ltd. [ WTRE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	204,153	D(1)(2)(3)(4)(5)(6)
Common Shares	22,549	D(7)
Common Shares	3,788	D(2)(3)(4)(5)(6)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Kelso Investment Associates X, L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* KSN Fund X, L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Kelso GP X, L.P. (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Kelso GP X, LLC (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Kep X, LLC (Last) (First) (Middle) C/O KELSO & COMPANY 320 PARK AVENUE 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. Securities held directly by Kelso Investment Associates X, L.P. ("KIA").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. Securities held directly by KSN Fund X, L.P. ("KSN").

Remarks:

The reporting persons are 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 be 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 own more than 10% of the Issuer's common shares, which is the class of equity securities registered under Section 12 of the Exchange Act.

	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	02/26/2021
	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	02/26/2021
	Kelso GP X, L.P.: By /s/ William Woo, Managing Member of Kelso GP X, LLC, it's GP	02/26/2021
	Kelso GP X, LLC : By /s/ William Woo, Managing Member	02/26/2021
	KEP X, LLC : By: /s/ William Woo, Managing Member	02/26/2021
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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