SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ARCH CAPITAL GROUP LTD. (Last) (First) (Middle) 100 PITTS BAY ROAD WATERLOO HOUSE, GROUND FLOOR (Street) PEMBROKE D0 HM 08 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/26/2019	3. Issuer Name and Ticker or Trading Symbol Watford Holdings Ltd. [ WTRE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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, $0.01 par value per share	2,500,000	I(1)	See Footnote 1
8.5% Cumulative Redeemable Preference Shares	600,000	I(2)	See Footnote 2

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(3)	03/31/2020	Common Shares, $0.01 par value per share	975,503	(4)	I	See Footnote 1

1. Name and Address of Reporting Person* ARCH CAPITAL GROUP LTD. (Last) (First) (Middle) 100 PITTS BAY ROAD WATERLOO HOUSE, GROUND FLOOR (Street) PEMBROKE D0 HM 08 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARCH REINSURANCE LTD. (Last) (First) (Middle) 100 PITTS BAY ROAD WATERLOO HOUSE, 1ST FLOOR (Street) PEMBROKE D0 HM 08 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by Arch Reinsurance Ltd., a Bermuda company and a wholly owned subsidiary of Arch Capital Group Ltd., a Bermuda company.

2. The reported securities are owned by Arch Capital Group Ltd.'s wholly owned subsidiary, Gulf Reinsurance Limited, a Dubai International Financial Centre company.

3. The warrants are exercisable at any time following the listing of the issuer's common shares on the NASDAQ Global Select Market.

4. The exercise price of the warrants is determined on the date of exercise so that, if all such warrants then outstanding were exercised in full on such exercise date in respect of the common shares then subject to such warrants, initial holders who purchased common shares in the issuer's original private placement would achieve a 15% target return (including dilution from such warrants and excluding dilution from start-up expenses related to the issuer's formation and original private placement or any warrants the issuer may issue in the future) from March 25, 2014, the initial closing of the issuer's original private placement, through the date of such exercise, based on the $40.00 initial purchase price per common share paid by such initial holders and the market value of the common shares that would be necessary for the initial holders to achieve such target return if the initial holders disposed of their common shares on the date of such exercise.

	Marcy Rathman, Attorney in fact	03/26/2019
	Marcy Rathman, Attorney in fact	03/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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