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Section 1: 4 (PRIMARY DOCUMENT)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Walker David M
  2. Issuer Name and Ticker or Trading Symbol
PennyMac Financial Services, Inc. [PFSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Risk Officer
(Last)
(First)
(Middle)
C/O PENNYMAC FINANCIAL SERVICES, INC., 3043 TOWNSGATE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019
(Street)

WESTLAKE VILLAGE, CA 91361
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/15/2019   A   5,551(1) A $ 0 26,563(2) D  
Common Stock 03/15/2019   M   22,687(3) A $ 0 49,250(4) D  
Common Stock 03/15/2019   F   7,313(5) D $22.91 41,937(6) D  
Common Stock               463,085 I The Walker Trust 2002 Dated February 13, 2002, As Amended

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Nonstatutory Stock Option (Right to Buy) $22.92 03/15/2019   A   13,879   03/15/2020 03/14/2029 Common Stock 13,879(7) $ 0 13,879 D  
Performance-Based Restricted Stock Units $ 0 (3) 03/15/2019   A   22,687     (3)   (3) Common Stock 22,687 $ 0 22,687 D  
Performance-Based Restricted Stock Units $ 0 (3) 03/15/2019   M     22,687   (3)   (3) Common Stock 22,687(3) $ 0 0 D  
Nonstatutory Stock Option (Right to Buy) $21.03             06/13/2014 06/12/2023 Common Stock 15,882(8)   15,882 D  
Nonstatutory Stock Option (Right to Buy) $17.26             02/26/2015 02/25/2024 Common Stock 28,216(9)   28,216 D  
Nonstatutory Stock Option (Right to Buy) $17.52             03/03/2016 03/02/2025 Common Stock 23,829(10)   23,829 D  
Nonstatutory Stock Option (Right to Buy) $11.28             03/07/2017 03/06/2026 Common Stock 27,771(11)   27,771 D  
Nonstatutory Stock Option (Right to Buy) $18.05             03/06/2018 03/05/2027 Common Stock 17,313(12)   17,313 D  
Nonstatutory Stock Option (Right to Buy) $24.4             03/09/2019 03/08/2028 Common Stock 13,233(13)   13,233 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Walker David M
C/O PENNYMAC FINANCIAL SERVICES, INC.
3043 TOWNSGATE ROAD
WESTLAKE VILLAGE, CA 91361
      Chief Risk Officer  

Signatures

 /s/ Kisha Parker, attorney-in-fact for Mr. Walker   03/19/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the date of grant, are to be settled in an equal number of shares of Common Stock upon vesting.
(2) The reported amount consists of 11,389 restricted stock units and 15,174 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
(3) This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on March 7, 2016 and vested on March 15, 2019, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on PNMAC pre-tax return on equity (ROE) of 19.6% for the period of January 1, 2016 through December 31, 2018 as measured against the ROE target established at the time of grant. The payout percentage for the award based on ROE achievement was 88.23%.
(4) The reported amount consists of 11,389 restricted stock units and 37,861 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
(5) Represents shares withheld for taxes upon vesting of performance-based restricted stock units.
(6) The reported amount consists of 11,389 restricted stock units and 30,548 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
(7) This nonstatutory stock option to purchase 13,879 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 15, 2020, 2021 and 2022, subject to the Reporting Person's continued service through each date.
(8) This nonstatutory stock option to purchase 15,882 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of June 13, 2014, 2015 and 2016, subject to the Reporting Person's continued service through each date.
(9) This nonstatutory stock option to purchase 28,216 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 26, 2015, 2016 and 2017, subject to the Reporting Person's continued service through each date.
(10) This nonstatutory stock option to purchase 23,829 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 3, 2016, 2017 and 2018, subject to the Reporting Person's committed service through each date.
(11) This nonstatutory stock option to purchase 27,771 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 7, 2017, 2018 and 2019, subject to the Reporting Person's committed service through each date.
(12) This nonstatutory stock option to purchase 17,313 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 6, 2018, 2019 and 2020, subject to the Reporting Person's committed service through each date.
(13) This nonstatutory stock option to purchase 13,233 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 9, 2019, 2020 and 2021, subject to the Reporting Person's committed service through each date.

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