Watford : Statement of changes in beneficial ownership of securities

SEC Form 4

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	OMB APPROVAL
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
OMB Number:	3235-0287
	Estimated average burden
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934	hours per response:	0.5
or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

Levy Jon D.

(Last)

(First)

(Middle)

C/O WATFORD HOLDINGS LTD. WATERLOO HOUSE

1ST FLOOR 100 PITTS BAY ROAD

(Street)
PEMBROKE	D0	HM 08
(City)	(State)	(Zip)

2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
Watford Holdings Ltd.[ WTRE ]	(Check all applicable)
		Director	10% Owner
	X	Officer (give title	Other (specify
	below)	below)
3. Date of Earliest Transaction (Month/Day/Year)
	President
03/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction	2A. Deemed	3.		4. Securities Acquired (A) or	5. Amount of	6. Ownership	7. Nature of
	Date	Execution Date,	Transaction	Disposed Of (D) (Instr. 3, 4 and 5)	Securities	Form: Direct	Indirect
	(Month/Day/Year)	if any	Code (Instr.				Beneficially	(D) or Indirect	Beneficial
		(Month/Day/Year)	8)					Owned Following	(I) (Instr. 4)	Ownership
								Reported		(Instr. 4)
			Code	V	Amount	(A) or	Price	Transaction(s)
			(D)	(Instr. 3 and 4)
Common Shares, par value $0.01/share	03/13/2020		P		1	A	$17.75	9,751	D
Common Shares, par value $0.01/share	03/13/2020		P		1,449	A	$18	11,200	D
8 1/2 Cumulative Redeemable Preference	03/13/2020		P		45	A	$24.46	2,045	D
Shares
8 1/2 Cumulative Redeemable Preference	03/13/2020		P		975	A	$24.5	3,020	D
Shares

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying Derivative

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Security (Instr. 3 and

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

Acquired

4)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Restricted

Common

Share

(1)

(2)

(2)

Shares, par

33,924

33,924

D

Units -

value

2019

$0.01/share

Restricted

Common

Share

(1)

(3)

(3)

Shares, par

17,392

17,392

D

Units -

value

2020

$0.01/share

Explanation of Responses:

1. Each restricted share unit represents a contingent right to receive one common share of Watford Holdings Ltd.
2. The reporting person received a restricted share unit grant subject to a three-year vesting schedule, vesting 33.34% on the one year anniversary of April 26, 2019, 33.33% on the second year anniversary and 33.33% on the third year anniversary. Upon vesting, the reporting person will receive a number of shares of common shares equal to the number of restricted share units that have vested.
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.

Remarks:

/s/ Jonathan D. Levy		03/16/2020
** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

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