Toggle SGML Header (+)


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

PFSI Schedule 13GA - Kurland

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

PennyMac Financial Services, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

 

70932M107

 

 

(CUSIP Number)

 

 

December 31, 2018

(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

932,065  (1)

6

Shared Voting Power

8,314,990

7

Sole Dispositive Power

932,065  (1)

8

Shared Dispositive Power

8,314,990

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,247,055

10

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

11

Percent of Class Represented by Amount in Row (9)

11.9% (2)

12

Type of Reporting Person (See Instructions)

IN

 


(1)      Consists of 300,224 shares of Common Stock of the Issuer and 631,841 nonstatutory stock options that are or may become exercisable within 60 days of December 31, 2018.

(2)      The percentage calculation is based upon 77,494,332 shares of Common Stock of the Issuer outstanding as of December 31, 2018.

 


 

CUSIP NO.  70932M107

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

7

Sole Dispositive Power

0

8

Shared Dispositive Power

8,314,990

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,314,990

10

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

11

Percent of Class Represented by Amount in Row (9)

10.7% (1)

12

Type of Reporting Person (See Instructions)

OO

 


(1)    The percentage calculation is based upon 77,494,332 shares of Common Stock of the Issuer outstanding as of December 31, 2018.


 

CUSIP NO.  70932M107

Schedule 13G

Page 4 of 7 Pages

 

Explanatory Note

 

On November 1, 2018, the transactions contemplated by a Contribution Agreement and Plan of Merger, dated August 2, 2018, were completed (the “Closing”) that established the Issuer as a new holding company above PNMAC Holdings, Inc. which was the predecessor and the former publicly-held and public-reporting company (the “Predecessor”).  After the Closing, the Issuer began conducting all of the business and operations conducted by the Predecessor prior to the Closing.

 

In connection with the Closing, each share of Class A common stock of the Predecessor was converted on a one-for-one basis into common stock of the Issuer, each share of Class B common stock of the Predecessor, which held no economic rights, was cancelled for no consideration, and all Class A units of Private National Mortgage Acceptance Company, LLC were contributed to the Issuer and exchanged on a one-for-one basis for shares of common stock of the Issuer.  Accordingly, all such shares of Class A common stock and Class A units held by the Reporting Persons prior to the Closing were converted into shares of common stock of the Issuer after the Closing.

 

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 shares of Common Stock of the Issuer held by the Family LLC.  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

 

10550 W. Charleston Boulevard 110, Las Vegas, NV 89117

 

 

 

(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:

 

Common Stock, par value $0.0001 per share

 

 

(e)

CUSIP Number

 

70932M107

 


 

CUSIP NO.  70932M107

Schedule 13G

Page 5 of 7 Pages

 

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

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:

 

9,247,055

 

 

(b)

Percent of Class:

 

11.9% (1)

 

 

 

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote.

 

 

932,065  (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.

 

 

932,065  (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

 

 

(b)

Percent of Class:

 

10.7% (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

 

 

 

 

(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


(1)      The percentage calculation is based upon 77,494,332 shares of common stock of the Issuer outstanding as of December 31, 2018.

(2)      Consists of 300,224 shares of common stock of the Issuer and 631,841 nonstatutory stock options that are or may become exercisable within 60 days of December 31, 2018.


 

CUSIP NO.  70932M107

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.  70932M107

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, 2019

 

/s/ Stanford L. Kurland

 

Stanford L. Kurland

 

 

 

 

 

 

 

KURLAND FAMILY INVESTMENTS, LLC

 

 

 

 

 

 

 

By:

/s/ Stanford L. Kurland

 

 

Stanford L. Kurland, Manager

 

 

 

 

 


(Back To Top)

Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1 - Joint Filing Agmt - Kurland

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of February 14, 2019, 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

 


(Back To Top)