FORM 4 [X] 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 *

ARCH CAPITAL GROUP LTD.
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
(Last)          (First)          (Middle)

100 PITTS BAY ROAD, WATERLOO HOUSE, GROUND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2021
(Street)

PEMBROKE, D0 HM 08
(City)        (State)        (Zip)
4. 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 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, $0.01 par value per share 7/1/2021  J(1)  2039200 D$35 0 I (2)See Footnote 2 

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

Explanation of Responses:
(1) On July 1, 2021, in connection with the acquisition of Watford Holdings Ltd. (Watford) by Greysbridge Holdings Ltd. (Greysbridge Holdings), Arch Reinsurance Ltd. (ARL) transferred the 2,039,200 common shares of Watford owned by ARL to Greysbridge Holdings in a transaction valued at $35.00 per share. Following consummation of the acquisition and certain related transactions, Watford is a wholly owned subsidiary of Greysbridge Holdings and Arch Capital Group Ltd. indirectly owns 40% of Greysbridge Holdings.
(2) The reported securities were owned directly by Arch Reinsurance Ltd., a wholly owned subsidiary of Arch Capital Group Ltd.

Remarks:
Prior to the transaction described in Table 1, Arch Reinsurance Ltd. was a 10% owner.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ARCH CAPITAL GROUP LTD.
100 PITTS BAY ROAD
WATERLOO HOUSE, GROUND FLOOR
PEMBROKE, D0 HM 08



See remarks
ARCH REINSURANCE LTD.
100 PITTS BAY ROAD
WATERLOO HOUSE, 1ST FLOOR
PEMBROKE, D0 HM 08



See remarks

Signatures
/s/ Francois Morin7/6/2021
**Signature of Reporting PersonDate

/s/ Tim Peckett7/6/2021
**Signature of Reporting PersonDate

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