| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/16/2019 |
3. Issuer Name and Ticker or Trading Symbol
Palomar Holdings, Inc. [ PLMR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 Stock | 4,340,339 | I(1)(2)(5) | See Footnotes(1)(2)(5) |
| Common Stock | 10,127,458 | I(1)(3)(5) | See Footnotes(1)(3)(5) |
| Common Stock | 0 | D(1)(4)(5) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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, together with Genstar VI, Genstar VI DEL, Stargen VI and Genstar V, the "Genstar Entities"); and James Ryan Clark. |
| 2. Represents 4,021,062 shares held directly by Genstar VI, 166,254 shares held directly by Genstar VI DEL, and 153,023 shares held directly by Stargen VI. Indirectly beneficially owned by Genstar VI GP, which is the general partner of Genstar VI, Genstar VI DEL, and Stargen VI, and by Genstar VI LTD, which is the general partner of Genstar VI GP. |
| 3. Represents 9,832,483 shares held directly by Genstar V and 294,975 shares held directly by Stargen V. Indirectly beneficially owned by Genstar V GP, which is the general partner of Genstar V and Stargen V, and by Genstar V LTD, which is the general partner of Genstar V GP. |
| 4. James Ryan Clark is a director of each of Genstar VI LTD and Genstar V LTD and directly owns no shares of the Issuer. |
| 5. 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 | 04/16/2019 | |
| ** 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 5 (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. | ||
Joint Filer Information
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Name of Joint Filer: |
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Genstar Capital VI AIV, L.P. |
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Address of Joint Filer: |
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c/o Genstar Capital LLC |
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Four Embarcadero Center, Suite 1900 |
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San Francisco, CA 94111 |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 |
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Designated Filer: |
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Genstar VI GP AIV LTD. |
Signature:
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GENSTAR CAPITAL VI AIV, L.P. |
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By: |
GENSTAR VI GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Genstar Capital Partners VI AIV, L.P. |
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Address of Joint Filer: |
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c/o Genstar Capital LLC |
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Four Embarcadero Center, Suite 1900 |
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San Francisco, CA 94111 |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 |
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Designated Filer: |
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Genstar VI GP AIV LTD. |
Signature:
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GENSTAR CAPITAL PARTNERS VI AIV, L.P. |
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By: |
GENSTAR CAPITAL VI AIV, L.P., its General Partner |
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By: |
GENSTAR VI GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Genstar Capital Partners VI AIV (DEL), L.P. |
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Address of Joint Filer: |
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c/o Genstar Capital LLC |
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Four Embarcadero Center, Suite 1900 |
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San Francisco, CA 94111 |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 |
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Designated Filer: |
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Genstar VI GP AIV LTD. |
Signature:
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GENSTAR CAPITAL PARTNERS VI AIV (DEL), L.P. |
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By: |
GENSTAR CAPITAL VI AIV, L.P., its General Partner |
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By: |
GENSTAR VI GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Stargen VI AIV, L.P. |
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Address of Joint Filer: |
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c/o Genstar Capital LLC |
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Four Embarcadero Center, Suite 1900 |
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San Francisco, CA 94111 |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 |
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Designated Filer: |
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Genstar VI GP AIV LTD. |
Signature:
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STARGEN VI AIV, L.P. |
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By: |
GENSTAR CAPITAL VI AIV, L.P., its General Partner |
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By: |
GENSTAR VI GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Genstar V GP AIV LTD. |
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Address of Joint Filer: |
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c/o Genstar Capital LLC |
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Four Embarcadero Center, Suite 1900 |
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San Francisco, CA 94111 |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 |
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Designated Filer: |
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Genstar VI GP AIV LTD. |
Signature:
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GENSTAR V GP AIV LTD. |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Genstar Capital V AIV, L.P. | |
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Address of Joint Filer: |
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c/o Genstar Capital LLC | |
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Four Embarcadero Center, Suite 1900 | |
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San Francisco, CA 94111 | |
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Relationship of Joint Filer to Issuer: |
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10% Owner | |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] | |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 | |
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Designated Filer: |
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Genstar VI GP AIV LTD. | |
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Signature: |
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GENSTAR CAPITAL V AIV, L.P. |
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By: GENSTAR V GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Genstar Capital Partners V AIV, L.P. | |
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Address of Joint Filer: |
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c/o Genstar Capital LLC | |
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Four Embarcadero Center, Suite 1900 | |
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San Francisco, CA 94111 | |
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Relationship of Joint Filer to Issuer: |
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10% Owner | |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] | |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 | |
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Designated Filer: |
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Genstar VI GP AIV LTD. | |
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Signature: |
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GENSTAR CAPITAL PARTNERS V AIV, L.P. |
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By: GENSTAR CAPITAL V AIV, L.P., its General Partner |
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By: GENSTAR V GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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Stargen V AIV, L.P. | |
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Address of Joint Filer: |
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c/o Genstar Capital LLC | |
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Four Embarcadero Center, Suite 1900 | |
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San Francisco, CA 94111 | |
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Relationship of Joint Filer to Issuer: |
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10% Owner | |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] | |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 | |
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Designated Filer: |
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Genstar VI GP AIV LTD. | |
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Signature: |
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STARGEN V AIV, L.P. |
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By: GENSTAR CAPITAL V AIV, L.P., its General Partner |
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By: GENSTAR V GP AIV LTD., its General Partner |
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By: |
/s/ James Ryan Clark |
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Name: James Ryan Clark |
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Title: Director |
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Dated: April 16, 2019 |
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Joint Filer Information
(continued)
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Name of Joint Filer: |
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James Ryan Clark |
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Address of Joint Filer: |
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c/o Genstar Capital LLC |
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Four Embarcadero Center, Suite 1900 |
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San Francisco, CA 94111 |
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Relationship of Joint Filer to Issuer: |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
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Palomar Holdings, Inc. [PLMR] |
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Date of Event Requiring Statement |
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(Month/Day/Year): |
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April 16, 2019 |
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Designated Filer: |
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Genstar VI GP AIV LTD. |
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Signature: |
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/s/ James Ryan Clark |
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James Ryan Clark |
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Dated: April 16, 2019 |
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