Robert L. Hawley - Jul 1, 2021 Form 4 Insider Report for Watford Holdings Ltd. (WTRE)

Role: Chief Financial Officer
Signature: /s/ Jonathan Levy, as attorney-in-fact
Stock symbol: WTRE
Transactions as of: Jul 1, 2021
Transactions value $: -$1,025,675
Form type: 4
Date filed: 7/2/2021, 09:05 AM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WTRE	Common Shares, par value $0.01/share	Disposed to Issuer	-$1.03M	-29.3K	-100%	$35.00	0	Jul 1, 2021	Direct	F1

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WTRE	Restricted Share Units - 2019	Disposed to Issuer	$0	-6.6K	-100%	$0.00^*	0	Jul 1, 2021	Common Shares, par value $0.01/share	6.6K		Direct	F2
transaction	WTRE	Restricted Share Units - 2020	Disposed to Issuer	$0	-8.15K	-100%	$0.00^*	0	Jul 1, 2021	Common Shares, par value $0.01/share	8.15K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.