FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kelso Investment Associates X, L.P.
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/16/2021 

3. Issuer Name and Ticker or Trading Symbol

Watford Holdings Ltd. [WTRE]
(Last)        (First)        (Middle)

C/O KELSO & COMPANY, 320 PARK AVENUE 24TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
_____ Officer (give title below)        ___X___ Other (specify below)
/ See Remarks
(Street)

NEW YORK, NY 10022      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 204153 D (1)(2)(3)(4)(5)(6) 
Common Shares 22549 D (7) 
Common Shares 3788 D (2)(3)(4)(5)(6)(8) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kelso Investment Associates X, L.P.
C/O KELSO & COMPANY
320 PARK AVENUE 24TH FLOOR
NEW YORK, NY 10022



See Remarks
KSN Fund X, L.P.
C/O KELSO & COMPANY
320 PARK AVENUE 24TH FLOOR
NEW YORK, NY 10022



See Remarks
Kelso GP X, L.P.
C/O KELSO & COMPANY
320 PARK AVENUE 24TH FLOOR
NEW YORK, NY 10022



See Remarks
Kelso GP X, LLC
C/O KELSO & COMPANY
320 PARK AVENUE 24TH FLOOR
NEW YORK, NY 10022



See Remarks
Kep X, LLC
C/O KELSO & COMPANY
320 PARK AVENUE 24TH FLOOR
NEW YORK, NY 10022



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 GP2/26/2021
**Signature of Reporting PersonDate

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 GP2/26/2021
**Signature of Reporting PersonDate

Kelso GP X, L.P.: By /s/ William Woo, Managing Member of Kelso GP X, LLC, it's GP2/26/2021
**Signature of Reporting PersonDate

Kelso GP X, LLC : By /s/ William Woo, Managing Member2/26/2021
**Signature of Reporting PersonDate

KEP X, LLC : By: /s/ William Woo, Managing Member2/26/2021
**Signature of Reporting PersonDate

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