PPHI Positive Physicans Holdings Inc

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the Employment Agreement dated March 27, 2019 (the “Employment Agreement”), by and among Lewis S. Sharps, M.D., Positive Physicians Holdings, Inc. (the “Company”), and Positive Physicians Insurance Company, on September 23, 2019, the Compensation Committee of the Company and on September 27, 2019, the Company’s Board of Directors approved the granting of options to purchase 216,930 shares of the Company’s Common Stock (the “Options”) to Dr. Sharps.  The exercise price, which is subject to adjustment upon the occurrence of certain events, is $12.01 per share, which was the closing sale price of the Company’s Common Stock on the date the Options were granted.  Options for one-half of such shares (108,465 shares) will vest in equal monthly installments over the three and one-half year period following September 27, 2019, and one-half of such Options (108,465 shares) will vest upon the achievement by the Company of certain milestones.  The Options were approved by the Company’s shareholders pursuant to a written consent signed by the holders of a majority of the outstanding shares of common stock of the Company.  A copy of the Non-Qualified Stock Option Agreement is filed as Exhibit 10.1 to this 8-K and is incorporated herein by reference.