WTRE Watford Holdings Ltd

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) 7/1/2021
(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	7/1/2021		D		1087	D	$35 (1)	0	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 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
Restricted Share Units - 2020	(2)	7/1/2021		D			5435	(2)	(2)	Common Shares, par value $0.01/share	5435.0	$0	0	D

Explanation of Responses:
(1)	On July 1, 2021, pursuant to the Agreement and Plan of Merger, dated October 9, 2020, among Watford Holdings Ltd. (the "Company"), Arch Capital Group Ltd. and Greysbridge Ltd. ("Merger Sub"), as amended by Amendment No. 1, dated November 2, 2020, Merger Sub merged with and into the Company, with the Company surviving as a subsidiary of Greysbridge Holdings Ltd. (the "Merger"). At the effective time of the Merger, these common shares were cancelled and converted into the right to receive $35.00 in cash per share.
(2)	Pursuant to the Merger Agreement, (i) each performance-based restricted share unit grant held by the Reporting Person automatically vested in full on the basis of assuming the achievement in full of the applicable performance metric at the target level of performance and was canceled and converted into the right to receive and (ii) each time-based restricted share unit grant held by the Reporting Person automatically vested in full and was canceled and converted into the right to receive, in each case with respect to each common share of the Company subject to such restricted share unit, the Merger Consideration, less any applicable withholding.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cunningham Elizabeth C/O WATFORD HOLDINGS LTD. WATERLOO HOUSE 1ST FLOOR 100 PITTS BAY ROAD PEMBROKE, D0 HM08			Chief Risk Officer

Signatures
/s/ Jonathan D. Levy, as attorney-in-fact		7/1/2021
**Signature of Reporting Person		Date