Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Grogin Jeffrey
 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)
CALO
(Last)
(First)
(Middle)

C/O PENNYMAC FINANCIAL SERVICES, INC., 3043 TOWNSGATE ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


WESTLAKE VILLAGE, CA 91361		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC   06/01/2015   G   707,580 (1) (2)   (1)   (1) Class A Common Stock
707,580
$ 0 0
D
 
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC   06/01/2015   G 707,580 (1)     (1)   (1) Class A Common Stock
707,580
$ 0 707,580
I
The Grogin Living Trust dtd 12-19-01
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC   12/30/2016   G   11,064.27 (3)   (1)   (1) Class A Common Stock
11,064.27
$ 0 22,128.73
I
MJG Children's Trust utd 12/31/2000
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC               (1)   (1) Class A Common Stock
33,193
  33,193
I
JBG Children's Trust utd 12/31/2000
Nonstatutory Stock Option (Right to Buy) $ 21.03           06/13/2014 06/12/2023 Class A Common Stock
15,882
  15,882 (4)
D
 
Nonstatutory Stock Option (Right to Buy) $ 17.26           02/26/2015 02/25/2024 Class A Common Stock
28,216
  28,216 (5)
D
 
Nonstatutory Stock Option (Right to Buy) $ 17.52           03/03/2016 03/02/2025 Class A Common Stock
23,829
  23,829 (6)
D
 
Nonstatutory Stock Option (Right to Buy) $ 11.28           03/07/2017 03/06/2026 Class A Common Stock
27,771
  27,771 (7)
D
 
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC               (1)   (1) Class A Common Stock
11,064.27
  11,064.27
I
Adult Daughter

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Grogin Jeffrey
C/O PENNYMAC FINANCIAL SERVICES, INC.
3043 TOWNSGATE ROAD
WESTLAKE VILLAGE, CA 91361		       CALO  

Signatures

/s/ Derek W. Stark, attorney-in-fact for Mr. Grogin 02/01/2017
**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) 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 the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.
(2) The Reporting Person transferred 707,580 Class A Units of Private National Mortgage Acceptance Company, LLC to The Grogin Living Trust dtd 12-19-01, which was not timely reported due to administrative error.
(3) The Reporting Person gifted 11,064.27 Class A Units of Private National Mortgage Acceptance Company, LLC from the MJG Children's Trust utd 12/31/2000 to his adult daughter.
(4) This nonstatutory stock option to purchase 15,882 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.
(5) This nonstatutory stock option to purchase 28,216 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.
(6) This nonstatutory stock option to purchase 23,829 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 committed service through each date.
(7) This nonstatutory stock option to purchase 27,771 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.

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