| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| C/O WARBURG PINCUS LLC |
| 450 LEXINGTON AVENUE |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
02/16/2021
|
3. Issuer Name
and
Ticker or Trading Symbol
Watford Holdings Ltd.
[
WTRE
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
|
Officer (give title below) |
X |
Other (specify below) |
|
See Remarks |
|
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
|
230,400
|
D
(1)
(2)
(3)
(4)
|
|
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 |
| Explanation of Responses: |
|
|
|
|
| Remarks: |
WP Windstar is party to an interim investors agreement and a voting and support agreement with certain other holders of the Issuer's common shares, as a result of which the Warburg Pincus Reporting Persons may be deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Exchange Act, with such other holders that beneficially own more than 10% of the Issuer's common shares, which is the class of equity securities registered under Section 12 of the Exchange Act.
Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 of 2 for additional reporting entities. See Signatures of the Warburg Pincus Reporting Persons attached as Exhibit 99.1. |
|
See Exhibit 99.1 |
02/26/2021 |
|
** 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). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 99.1
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Form 3 is true,
complete and correct.
WP WINDSTAR INVESTMENTS LTD
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Director
WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS FINANCIAL SECTOR (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS FINANCIAL SECTOR-D (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS FINANCIAL SECTOR PARTNERS (CAYMAN), L.P.
By: Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P.
By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P.
By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC
By: Warburg Pincus Partners II (Cayman), L.P., its managing member
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Authorised Signatory
WARBURG PINCUS LLC
By: /s/ David Sreter February 26, 2021
Name: David Sreter
Title: Managing Director
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