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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Restricted Stock Units | $ 0 (3) | 04/03/2017 | A | 26,040 | (3) | (3) | Class A Common Stock | 26,040 | $ 0 (3) | 26,040 | D | ||||
| Performance-Based Restricted Stock Units | $ 0 (3) | 04/03/2017 | M | 26,040 | (3) | (3) | Class A Common Stock | 26,040 (1) | (3) | 0 | D | ||||
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC (4) | (4) | (4) | (4) | Class A Common Stock | 1,234,125 | 1,234,125 | D | ||||||||
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC (4) | (4) | (4) | (4) | Class A Common Stock | 465,604 | 465,604 | I | ST Family Investment Company LLC (5) | |||||||
| Nonstatutory Stock Option (Right to Buy) | $ 21.03 | 06/13/2014 | 06/12/2023 | Class A Common Stock | 40,735 (6) | 40,735 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 17.26 | 02/26/2015 | 02/25/2024 | Class A Common Stock | 72,301 (7) | 72,301 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 17.52 | 03/03/2016 | 03/02/2025 | Class A Common Stock | 61,120 (8) | 61,120 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 11.28 | 03/07/2017 | 03/06/2026 | Class A Common Stock | 71,161 (9) | 71,161 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 18.05 | 03/06/2018 | 03/05/2027 | Class A Common Stock | 69,252 (10) | 69,252 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SPECTOR DAVID C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE, CA 91361 |
X | President & CEO | ||
| /s/ Derek W. Stark, attorney-in-fact for Mr. Spector | 04/05/2017 | |
| **Signature of Reporting Person | Date |
| * | 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) | Shares of Class A Common Stock acquired pursuant to the payout of a performance-based restricted stock unit granted to the Reporting Person on February 26, 2014. |
| (2) | The reported amount consists of 27,700 restricted stock units and 26,040 shares of Class A Common Stock. The restricted stock units are to be settled in an equal number of shares of Class A Common Stock upon vesting |
| (3) | This award vested on April 3, 2017 and the payout of shares of Class A Common Stock pursuant to the award was determined based on the Issuer's total stockholder return (TSR) (50% of the award) and earnings per share (EPS) (50% of the award) for the period of January 1, 2014 through December 31, 2016 as measured against the target performance goals set by the Compensation Committee of the Board of Directors when the award was granted in 2014. The payout percentages for the TSR and EPS portions of the award were 0% and 89.9%, respectively. |
| (4) | Pursuant to the terms of an exchange agreement, Class A Units of Private National Mortgage Acceptance Company, LLC are exchangeable for shares of Class A Common Stock of PennyMac Financial Services, Inc. on a one-for-one basis, subject to customary conversion rate adjustments, from and after the closing of PennyMac Financial Services, Inc.'s initial public offering. |
| (5) | These securities are held by ST Family Investment Company LLC, of which Mr. Spector is the sole manager. Mr. Spector disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (6) | This nonstatutory stock option to purchase 40,735 shares of Class A 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. |
| (7) | This nonstatutory stock option to purchase 72,301 shares of Class A 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. |
| (8) | This nonstatutory stock option to purchase 61,120 shares of Class A 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 continued service through each date. |
| (9) | This nonstatutory stock option to purchase 71,161 shares of Class A 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. |
| (10) | This nonstatutory stock option to purchase 69,252 shares of Class A 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. |