SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Genstar VI GP AIV Ltd.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Palomar Holdings, Inc. [ PLMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Stock 10/02/2019 S 236,250(3) D $35.04 2,558,039 I See Footnotes(1)(2)(7)
Common Stock 10/02/2019 S 551,250(5) D $35.04 5,968,758 I See Footnotes(1)(4)(7)
Common Stock 0 D(1)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Genstar VI GP AIV Ltd.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genstar Capital VI AIV, L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genstar Capital Partners VI AIV, L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genstar Capital Partners VI AIV (DEL), L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stargen VI AIV, L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genstar V GP AIV Ltd.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genstar Capital V AIV, L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Genstar Capital Partners V AIV, L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stargen V AIV, L.P.

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clark James Ryan

(Last) (First) (Middle)
C/O GENSTAR CAPITAL LLC
FOUR EMBARCADERO CENTER, SUITE 1900

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. This report is filed by the following Reporting Persons: Genstar VI GP AIV Ltd. ("Genstar VI Ltd."); Genstar Capital VI AIV, L.P. ("Genstar VI GP"); Genstar Capital Partners VI AIV, L.P. ("Genstar VI"); Genstar Capital Partners VI AIV (DEL), L.P. ("Genstar VI DEL"); Stargen VI AIV, L.P. ("Stargen VI"); Genstar V GP AIV Ltd. ("Genstar V Ltd."); Genstar Capital V AIV, L.P. ("Genstar V GP"); Genstar Capital Partners V AIV, L.P. ("Genstar V"); Stargen V AIV, L.P. ("Stargen V"); and James Ryan Clark.
2. Represents shares of Common Stock of the Issuer directly held by the following entities following the transaction: 2,369,869 shares held by Genstar VI; 97,983 shares held by Genstar VI DEL; and 90,187 shares held by Stargen VI. Genstar VI Ltd. is the general partner of Genstar VI GP, which in turn is the general partner of each of Genstar VI, Genstar VI DEL and Stargen VI.
3. Represents shares of common stock held directly and sold by the following entities: 218,871 shares sold by Genstar VI; 9,050 shares sold by Genstar VI DEL; and 8,329 shares sold by Stargen VI.
4. Represents shares of Common Stock of the Issuer directly held by the following entities following the transaction: 5,794,910 shares held by Genstar V; and 173,848 shares held by Stargen V. Genstar V Ltd. is the general partner of Genstar V GP, which in turn is the general partner of each of Genstar V and Stargen V.
5. Represents shares of common stock held directly and sold by the following entities: 535,194 shares sold by Genstar V; and 16,056 shares sold by Stargen V.
6. James Ryan Clark is a director of each of Genstar VI Ltd. and Genstar V Ltd. and directly owns no shares of the Issuer.
7. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
By: /s/ James Ryan Clark, Director 10/02/2019
** 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).
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