Statement of Changes in Beneficial Ownership (4)
May 16 2018 - 12:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Walker David M
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2. Issuer Name
and
Ticker or Trading Symbol
PENNYMAC FINANCIAL SERVICES, INC.
[
PFSI
]
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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
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(Last)
(First)
(Middle)
C/O PENNYMAC FINANCIAL SERVICES, INC., 3043 TOWNSGATE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2018
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(Street)
WESTLAKE VILLAGE, CA 91361
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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5/14/2018
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M
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5000
(1)
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A
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$0
(2)
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5030
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I
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The Walker Trust 2002 Dated February 13, 2002, As Amended
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Class A Common Stock
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5/14/2018
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S
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5000
(3)
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D
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$20.721
(4)
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30
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I
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The Walker Trust 2002 Dated February 13, 2002, As Amended
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Class A Common Stock
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5/15/2018
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M
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5000
(1)
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A
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$0
(2)
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5030
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I
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The Walker Trust 2002 Dated February 13, 2002, As Amended
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Class A Common Stock
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5/15/2018
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S
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5000
(3)
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D
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$20.498
(5)
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30
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I
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The Walker Trust 2002 Dated February 13, 2002, As Amended
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Class A Common Stock
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32100
(6)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC
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(2)
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5/14/2018
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M
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5000
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(2)
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(2)
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Class A Common Stock
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5000
(1)
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$0
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518055
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I
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The Walker Trust 2002 Dated February 13, 2002, As Amended
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Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC
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(2)
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5/15/2018
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M
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5000
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(2)
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(2)
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Class A Common Stock
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5000
(1)
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$0
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513055
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I
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The Walker Trust 2002 Dated February 13, 2002, As Amended
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Nonstatutory Stock Option (Right to Buy)
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$21.03
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6/13/2014
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6/12/2023
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Class A Common Stock
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15882
(7)
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15882
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D
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Nonstatutory Stock Option (Right to Buy)
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$17.26
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2/26/2015
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2/25/2024
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Class A Common Stock
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28216
(8)
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28216
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D
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Nonstatutory Stock Option (Right to Buy)
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$17.52
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3/3/2016
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3/2/2025
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Class A Common Stock
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23829
(9)
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23829
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D
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Nonstatutory Stock Option (Right to Buy)
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$11.28
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3/7/2017
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3/6/2026
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Class A Common Stock
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27771
(10)
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27771
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D
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Nonstatutory Stock Option (Right to Buy)
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$18.05
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3/6/2018
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3/5/2027
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Class A Common Stock
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17313
(11)
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17313
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D
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Nonstatutory Stock Option (Right to Buy)
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$24.40
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3/9/2019
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3/8/2028
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Class A Common Stock
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13233
(12)
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13233
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D
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Explanation of Responses:
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(1)
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Represents shares of Class A Common Stock received upon the exchange of Class A Units of Private National Mortgage Acceptance Company, LLC.
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(2)
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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.
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(3)
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These shares of Class A Common Stock were sold pursuant to a 10b5-1 plan.
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(4)
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The price reported is the weighted average price of multiple transactions ranging from $20.55 to $20.775. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Class A Common Stock and the prices at which the transactions were effected.
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(5)
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The price reported is the weighted average price of multiple transactions ranging from $20.40 to $20.60. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Class A Common Stock and the prices at which the transactions were effected.
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(6)
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The reported amount consists of 9,910 restricted stock units and 22,190 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.
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(7)
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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.
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(8)
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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.
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(9)
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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.
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(10)
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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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(11)
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This nonstatutory stock option to purchase 17,313 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.
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(12)
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This nonstatutory stock option to purchase 13,233 shares of Class A 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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Walker David M
C/O PENNYMAC FINANCIAL SERVICES, INC.
3043 TOWNSGATE ROAD
WESTLAKE VILLAGE, CA 91361
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Chief Risk Officer
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Signatures
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/s/ Kisha Parker, attorney-in-fact for Mr. Walker
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5/16/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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