Statement of Changes in Beneficial Ownership (4)

Date : 03/19/2020 @ 11:22PM
Source : Edgar (US Regulatory)
Stock : PennyMac Mortgage Investment Trust (PMT)
Quote : 7.85  0.85 (12.14%) @ 9:35PM
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Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

Fartaj Vandad
2. Issuer Name and Ticker or Trading Symbol

PennyMac Mortgage Investment Trust [ PMT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Investment Officer
(Last)          (First)          (Middle)

C/O PENNYMAC MORTGAGE INVESTMENT TRUST, 3043 TOWNSGATE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/17/2020
(Street)

WESTLAKE VILLAGE, CA 91361
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Shares of Beneficial Interest 3/17/2020  M  4035 (1)A$0 102822 (2)D  
Common Shares of Beneficial Interest 3/17/2020  M  3900 (3)A$0 106722 (4)D  
Common Shares of Beneficial Interest 3/17/2020  M  4018 (5)A$0 110740 (6)D  
Common Shares of Beneficial Interest 3/17/2020  F  2001 (7)D$10.88 108739 (8)D  
Common Shares of Beneficial Interest 3/17/2020  F  1934 (9)D$10.88 106805 (10)D  
Common Shares of Beneficial Interest 3/17/2020  F  1993 (11)D$10.88 104812 (12)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Share Units $0 (1)3/17/2020  A   4035     (1) (1)Common Shares of Beneficial Interest 4035 $0 4035 D  
Performance-Based Restricted Share Units $0 (1)3/17/2020  M     4035   (1) (1)Common Shares of Beneficial Interest 4035 (1)$0 0 D  
Performance-Based Restricted Share Units $0 (3)3/17/2020  A   3900     (3) (3)Common Shares of Beneficial Interest 3900 $0 3900 D  
Performance-Based Restricted Share Units $0 (3)3/17/2020  M     3900   (3) (3)Common Shares of Beneficial Interest 3900 (3)$0 0 D  
Performance-Based Restricted Share Units $0 (5)3/17/2020  A   4018     (5) (5)Common Shares of Beneficial Interest 4018 $0 4018 D  
Performance-Based Restricted Share Units $0 (5)3/17/2020  M     4018   (5) (5)Common Shares of Beneficial Interest 4018 (5)$0 0 D  

Explanation of Responses:
(1) This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 23, 2017 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2017, 2018 and 2019. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%.
(2) The reported amount consists of 12,761 restricted share units and 90,061 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(3) This performance-based restricted share unit (PSU) award was granted to the Reporting Person on March 12, 2018 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2018, 2019 and 2020. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%.
(4) The reported amount consists of 12,761 restricted share units and 93,961 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(5) This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 12, 2019 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2019, 2020 and 2021. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%.
(6) The reported amount consists of 12,761 restricted share units and 97,979 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(7) Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 23, 2017.
(8) The reported amount consists of 12,761 restricted share units and 95,978 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(9) Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on March 12, 2018.
(10) The reported amount consists of 12,761 restricted share units and 94,044 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(11) Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 12, 2019.
(12) The reported amount consists of 12,761 restricted share units and 92,051 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fartaj Vandad
C/O PENNYMAC MORTGAGE INVESTMENT TRUST
3043 TOWNSGATE ROAD
WESTLAKE VILLAGE, CA 91361


Chief Investment Officer

Signatures
/s/ Kisha Parker, attorney-in-fact for Mr. Fartaj3/19/2020
**Signature of Reporting PersonDate

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