SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

10022

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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

10022

(City)

(State)

(Zip)

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

10022

(City)

(State)

(Zip)

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

10022

(City)

(State)

(Zip)

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

10022

(City)

(State)

(Zip)

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

10022

(City)

(State)

(Zip)

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.

	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
	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
	Kelso GP X, L.P.: By /s/ William Woo, Managing Member of Kelso GP X, LLC, it's GP	07/06/2021
	Kelso GP X, LLC : By /s/ William Woo, Managing Member	07/06/2021
	KEP X, LLC : By: /s/ William Woo, Managing Member	07/06/2021
	** 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 4 (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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SEC Form 4 filed by Kelso Investment Associates X, L.P.