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 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 *

Cunningham Elizabeth
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
__X__ Officer (give title below)    _____ Other (specify below)
Chief Risk Officer
(Last)          (First)          (Middle)

C/O WATFORD HOLDINGS LTD. WATERLOO HOUSE, 1ST FLOOR 100 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2021
(Street)

PEMBROKE, D0 HM08
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01/share (1)3/1/2021  M  1087 A$0 1087 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units - 2020  (2)3/1/2021  M     1087   (3) (3)Common Shares, par value $0.01/share 1087.0 $0 5435 D  

Explanation of Responses:
(1) Represents conversion of restricted share units to fully vested common shares equal to the number of restricted share units that have vested. The restricted share units have no exercise price.
(2) Each restricted share unit represents a contingent right to receive one common share of Watford Holdings Ltd.
(3) The reporting person received a restricted share unit grant, 50% of which are subject to a three-year vesting schedule, vesting 33.34% on the one year anniversary of March 1, 2020, 33.33% on the second year anniversary and 33.33% on the third year anniversary. The remaining 50% of the granted restricted share units are subject to performance metrics defined in the 2018 Stock Plan and cliff-vest on the third anniversary of March 1, 2020. Upon vesting, the reporting person will receive a number of common shares equal to the number of restricted share units that have vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cunningham Elizabeth
C/O WATFORD HOLDINGS LTD. WATERLOO HOUSE
1ST FLOOR 100 PITTS BAY ROAD
PEMBROKE, D0 HM08


Chief Risk Officer

Signatures
/s/ Elizabeth A. Cunningham3/2/2021
**Signature of Reporting PersonDate

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