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Section 1: SC 13G/A (SC 13G/A)

Schedule 13G_A - S Kurland (FYE2017)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

 

PennyMac Financial Services, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.0001

(Title of Class of Securities)

 

 

70932B 101

 

(CUSIP Number)

 

December 31, 2017

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[ ]  Rule 13d-1(b)

 

[ ]  Rule 13d-1(c)

 

[X]  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 ( “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

CUSIP NO.    70932B 101

Schedule 13G

Page 2 of 7 Pages

 

1

Names of Reporting Persons:

I.R.S. Identification Nos. of above person (entities only)

Stanford L. Kurland

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)   [  ]

 

 

(b)   [  ]

3

SEC Use Only

4

Citizenship or Place of Organization

United States

Number

Of Shares

Beneficially

Owned by

Each

Reporting

Person With:

5

Sole Voting Power

753,484 (1)

6

Shared Voting Power

8,314,990 (2)

7

Sole Dispositive Power

753,484 (1)

8

Shared Dispositive Power

8,314,990 (2)

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,068,474

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

11

Percent of Class Represented by Amount in Row (9)

27.8% (3)

12

Type of Reporting Person (See Instructions)

IN

 


(1)

Consists of 284,348 Class A Units of Private National Mortgage Acceptance Company, LLC that are exchangeable for shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and 469,136 nonstatutory stock options that will become exercisable within 60 days of December 31, 2017.  

(2)

Consists of Class A Units of Private National Mortgage Acceptance Company, LLC that are exchangeable for shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.

(3)

The percentage calculation is based upon 23,529,970 shares of Class A common stock outstanding as of December 31, 2017, and is determined in accordance with the rules of the SEC by assuming that the reporting person (and no other individual) has exchanged all of his Class A Units of Private National Mortgage Acceptance Company, LLC for an equivalent number of shares of Class A common stock.

 


 

CUSIP NO.  70932B 101

Schedule 13G

Page 3 of 7 Pages

 

1

Names of Reporting Persons:

I.R.S. Identification Nos. of above person (entities only)

Kurland Family Investments, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)   [  ]

 

 

(b)   [  ]

3

SEC Use Only

4

Citizenship or Place of Organization

California

Number

Of Shares

Beneficially

Owned by

Each

Reporting

Person With:

5   

Sole Voting Power

0

6   

Shared Voting Power

8,314,990 (1)

7   

Sole Dispositive Power

0

8   

Shared Dispositive Power

8,314,990 (1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,314,990 (1)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

11

Percent of Class Represented by Amount in Row (9)

26.1% (2)

12

Type of Reporting Person (See Instructions)

OO

 


(1)

Consists of Class A Units of Private National Mortgage Acceptance Company, LLC that are exchangeable for shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.

(2)

The percentage calculation is based upon 23,529,970 shares of Class A common stock outstanding as of December 31, 2017, and is determined in accordance with the rules of the SEC by assuming that the reporting person (and no other individual) has exchanged all of its Class A Units of Private National Mortgage Acceptance Company, LLC for an equivalent number of shares of Class A common stock.

 


 

CUSIP NO.  70932B 101

Schedule 13G

Page 4 of 7 Pages

 

Item 1.

(a)

Name of Issuer 

 

PennyMac Financial Services, Inc.

 

 

(b)

Address of Issuer's Principal Executive Offices

 

3043 Townsgate Road, Westlake Village, CA 91361

 

Item 2.

(a)

Name of Person Filing:

 

This Schedule 13G is filed jointly by Kurland Family Investments, LLC (the “Family LLC”) and Stanford L. Kurland (“Mr. Kurland” and, together with the Family LLC, the “Reporting Persons”) pursuant to a Joint Reporting Agreement, a copy of which is attached as Exhibit 99.1 hereto.  Mr. Kurland is the sole manager of the Family LLC and, in that capacity, may be deemed to be the beneficial owner of the 8,314,990 Class A Units of Private National Mortgage Acceptance Company, LLC held by the Family LLC that are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.  Mr. Kurland disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 

 

 

(b)

Address of Principal Business Office or, if none, Residence

 

3043 Townsgate Road, Westlake Village, CA 91361

 

 

 

(c)

Citizenship

 

The Family LLC is a limited liability company organized under the laws of California and Mr. Kurland is a citizen of the United States.

 

 

(d)

Title of Class of Securities:

 

Class A common stock, par value $0.0001 per share

 

 

(e)

CUSIP Number

 

70932B 101

 

Item 3.     If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable


 

CUSIP NO.  70932B 101

Schedule 13G

Page 5 of 7 Pages

 

Item 4.     Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

I.

Mr. Kurland

 

 

(a)

Amount Beneficially Owned:

 

9,068,474

 

 

(b)

Percent of Class:

 

27.8% (1)

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote.

 

 

753,484 (2)

 

 

 

 

(ii)

Shared power to vote or to direct the vote.

 

 

8,314,990 (3)

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of.

 

 

753,484 (2)

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of.

 

 

8,314,990 (3)

 

II.

The Family LLC

 

 

(a)

Amount Beneficially Owned:

 

8,314,990 (3)

 

 

(b)

Percent of Class:

 

26.1% (1)

 

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote.

 

 

0

 

 

 

 

(ii)

Shared power to vote or to direct the vote.

 

 

8,314,990 (3)

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of.

 

 

0

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of.

 

 

8,314,990 (3)


(1)

The percentage calculation is based upon 23,529,970 shares of Class A common stock outstanding as of December 31, 2017, and is determined in accordance with the rules of the SEC by assuming that the reporting person (and no other individual) has exchanged all of his or its Class A Units of Private National Mortgage Acceptance Company, LLC for an equivalent number of shares of Class A common stock.

(2)

Consists of 284,348 Class A Units of Private National Mortgage Acceptance Company, LLC that are exchangeable for shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and 469,136 nonstatutory stock options that will become exercisable within 60 days of December 31, 2017.  

(3)

Consists of Class A Units of Private National Mortgage Acceptance Company, LLC that are exchangeable for shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.  

 


 

CUSIP NO.  70932B 101

Schedule 13G

Page 6 of 7 Pages

 

Item 5.     Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.     Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.     Identification and Classification of Members of the Group

Not Applicable.

Item 9.     Notice of Dissolution of Group

Not Applicable.

Item 10.   Certification

Not Applicable.

Exhibits

Exhibit

99.1

Joint Filing Agreement by and among the Reporting Persons.

 


 

CUSIP NO.  70932B 101

Schedule 13G

Page 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated:  February 14, 2018

 

/s/ Stanford L. Kurland

 

Stanford L. Kurland

 

 

 

 

 

 

 

KURLAND FAMILY INVESTMENTS, LLC

 

 

 

 

 

 

 

By:

/s/ Stanford L. Kurland

 

 

Stanford L. Kurland, Manager

 

 

 

 

 


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Section 2: EX-99.1 (EX-99.1)

pfsi_Ex99_1

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of February 14, 2018, is entered into by and among Kurland Family Investments, LLC and Stanford L. Kurland (collectively, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D or 13G with respect to shares of Class A common stock of PennyMac Financial Services, Inc. beneficially owned by them from time to time. 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 

 

 

 

 

/s/ Stanford L. Kurland

 

Stanford L. Kurland

 

 

 

 

 

 

 

KURLAND FAMILY INVESTMENTS, LLC

 

 

 

 

 

 

 

By:

/s/ Stanford L. Kurland

 

 

Stanford L. Kurland, Manager

 

 

 


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