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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 | 6,079 | (3) | (3) | Class A Common Stock | 6,079 | $ 0 (3) | 6,079 | D | ||||
| Performance-Based Restricted Stock Units | $ 0 (3) | 04/03/2017 | M | 6,079 | (3) | (3) | Class A Common Stock | 6,079 (1) | (3) | 0 | D | ||||
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC | (4) | (4) | (4) | Class A Common Stock | 326,506 | 326,506 | I | The Perotti Family Trust | |||||||
| Nonstatutory Stock Option (Right to Buy) | $ 21.03 | 06/13/2014 | 06/12/2023 | Class A Common Stock | 2,523 (5) | 2,523 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 17.26 | 02/26/2015 | 02/25/2024 | Class A Common Stock | 16,881 (6) | 16,881 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 17.52 | 03/03/2016 | 03/02/2025 | Class A Common Stock | 16,481 (7) | 16,481 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 11.28 | 03/07/2017 | 03/06/2026 | Class A Common Stock | 16,615 (8) | 16,615 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $ 18.05 | 03/06/2018 | 03/05/2027 | Class A Common Stock | 22,506 (9) | 22,506 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Perotti Daniel Stanley C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE, CA 91361 |
Deputy CFO | |||
| /s/ Derek W. Stark, attorney-in-fact for Mr. Perotti | 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 9,002 restricted stock units and 6,962 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 the Issuer on a one-for-one basis, subject to customary conversion rate adjustments, from and after the closing of PennyMac Financial, Inc,'s initial public offering, and after the expiration of a lock-up agreement. |
| (5) | This nonstatutory stock option to purchase 2,523 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued service through each date. |
| (6) | This nonstatutory stock option to purchase 16,881 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. |
| (7) | This nonstatutory stock option to purchase 16,481 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. |
| (8) | This nonstatutory stock option to purchase 16,615 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. |
| (9) | This nonstatutory stock option to purchase 22,506 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. |