Palomar (PLMR) Form 4 Palomar / ROBERT E DOWDELL ownership change

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^*

DOWDELL ROBERT E

(Last) (First) (Middle)

7979 IVANHOE AVENUE, SUITE 500

(Street)

LA JOLLA CA 92037

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021

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 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								2,601(1)	D
Common Stock	01/04/2021		S(2)		1,353	D	$85.8688(3)	81,502	I	Held by RGD Partners, L.P.(4)
Common Stock	01/04/2021		S(2)		3,290	D	$87.0547(3)	78,212	I	Held by RGD Partners, L.P.(4)
Common Stock	01/04/2021		S(2)		13	D	$87.43	78,199	I	Held by RGD Partners, L.P.(4)
Common Stock	01/04/2021		S(2)		2,844	D	$88.8556(3)	75,355	I	Held by RGD Partners, L.P.(4)

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

Explanation of Responses:

1. The amount reported includes 334 Restricted Stock Units (RSUs) previously granted to the Reporting Person pursuant to the Issuer's 2019 Equity Incentive Plan (the "Plan"), which shall vest upon the earlier of (i) 5/28/2021 or (ii) immediately prior to the Issuer's 2021 Annual Meeting, subject to the Reporting Person's continuing Service (as defined in the Plan) with the Issuer.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by RGD Partners, L.P.

3. Column 4 reflects weighted average prices. These shares were sold in multiple transactions at prices ranging from $85.36-$86.32 inclusive (weighted average of $85.8688); $86.40-$87.34 inclusive (weighted average of $87.0547) and $88.80-$89.01 inclusive (weighted average of $88.8556), respectively. The reporting person undertakes to provide issuer, a securityholder of the issuer or to SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

4. Mr. Dowdell serves as an agent of RGD Partners, L.P. Mr. Dowdell has no pecuniary interest in shares held by RGD Partners, L.P. He retains voting and dispositive control over such shares. Mr. Dowdell disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Dowdell is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Christopher Uchida, as Attorney-in-Fact	01/05/2021
	** 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.
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